PROGRESSIVE CORP/OH/ — Director's Dealing 2019

May 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: CODY WILLIAM M (Chief Investment Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-01	Common	M	3504.824	—	Acquired	88924.658	Direct
2019-05-01	Common	F	1625	$77.69	Disposed	87299.658	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-01	Restricted Stock Unit	$	M	3504.824	Disposed		Common (3504.824)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	5.931	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: 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.