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: Griffith Susan Patricia (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-01	Common	M	21076.294	—	Acquired	242791.313	Direct
2018-01-01	Common	F	7468	$55.77	Disposed	235323.313	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-01	Restricted Stock Unit	$	M	21076.294	Disposed		Common (21076.294)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	13015.158	Indirect
Common	16231.79	Indirect
Common	108477.096	Indirect

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: Held in a trust for the benefit of reporting person's spouse.

F3: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F4: Units vested on January 1, 2018.

F5: Expiration Date is the same as the Date Exercisable.