PROGRESSIVE CORP/OH/ — Director's Dealing 2019

Oct 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2019-10-01

Reporting Person: Griffith Susan Patricia (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-01	Common	M	88177.764	—	Acquired	438472.619	Direct
2019-10-01	Common	F	39551	$76.79	Disposed	398921.619	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-01	Restricted Stock Unit	$	M	88177.764	Disposed		Common (88177.764)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	13800.518	Indirect
Common	17211.5931	Indirect
Common	101302.096	Indirect

Footnotes

F1: Represents Common Shares issued upon the vesting of restricted stock unit awards as a result of the reporting person having satisfied the eligibility requirements for a qualified retirement as defined in the applicable plan or award agreement. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.

F2: Delivery of shares to pay taxes upon vesting of restricted stock units.

F3: Held in a trust for the benefit of reporting person's spouse.

F4: Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

F5: Vested as of October 1, 2019.

F6: Expiration Date is the same as the Date Exercisable.