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PROGRESSIVE CORP/OH/ Director's Dealing 2019

May 3, 2019

29822_dirs_2019-05-03_93173423-0812-4a5f-9092-e7ec7f881c41.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2019-05-01

Reporting Person: Mascaro Daniel P (Vice Pres, Secretary and CLO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2019-05-01 Common M 2921.02 Acquired 33841.466 Direct
2019-05-01 Common F 1054 $77.69 Disposed 32787.466 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2019-05-01 Restricted Stock Unit $ M 2921.02 Disposed Common (2921.02) Direct

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

F3: Units vested as of May 1, 2019.

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