PROGRESSIVE CORP/OH/ — Director's Dealing 2018

Jan 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2018-01-01

Reporting Person: Callahan Patrick K (Personal Lines President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-01	Common	M	3486.636	—	Acquired	12476.917	Direct
2018-01-01	Common	F	1244	$55.77	Disposed	11232.917	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-01	Restricted Stock Unit	$	M	3486.636	Disposed		Common (3486.636)	Direct
2018-01-01	Restricted Stock Unit	$	D	3538	Disposed		Common (3538)	Direct
2018-01-01	Deferred Comp Unit	$	A	3538	Acquired		Common (3538)	Direct

Footnotes

F1: Represents Common Shares issued upon the vesting of restricted stock unit awards. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.

F2: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F3: Units vested on January 1, 2018.

F4: Expiration Date is the same as the Date Exercisable.

F5: The reporting person elected to defer receipt of Common Shares upon the vesting of previously granted restricted stock unit awards. This Form 4 reports disposition of such restricted stock units in exchange for an equal number of units under the applicable deferred compensation plan.

F6: 1 for 1

F7: Units will not be exercisable prior to distribution and will be distributed in an equivalent number of Common Shares at the time elected by the reporting person, subject to the payment provisions of the plan.