PROGRESSIVE CORP/OH/ — Director's Dealing 2019

May 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2019-05-10

Reporting Person: Burgdoerfer Stuart B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-10	Common	A	2248	—	Acquired	38383	Direct

Footnotes

F1: Restricted stock grant, made pursuant to The Progressive Corporation 2017 Directors Equity Incentive Plan, and which will vest on April 10, 2020. The Progressive Corporation allowed each director to indicate his or her preference to receive compensation for the 2019-2020 term in the form of 100% restricted stock or 60% restricted stock and 40% cash. The reporting person indicated a preference to receive compensation in the form of 60% restricted stock and 40% cash. After considering such preference, the Compensation Committee granted a restricted stock award representing 60% of the reporting person's compensation for the 2019-2020 term, and authorized a cash payment on April 10, 2020 for the remaining 40% of the reporting person's compensation.