PROGRESSIVE CORP/OH/ — Director's Dealing 2019

Mar 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROGRESSIVE CORP/OH/ (PGR)
CIK: 0000080661
Period of Report: 2019-03-15

Reporting Person: Sauerland John P (VP and Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-15	Common	S	12000	$72.65	Disposed	371814.854	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-16	Restricted Stock Unit	$	A	8579	Acquired		Common (8579)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	11457.924	Indirect
Common	1200	Indirect

Footnotes

F1: The sale reported on this Form 4 was made pursuant to a 10b5-1 trading plan adopted by the reporting person as of December 19, 2018.

F2: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $72.54 to $72.84, inclusive. The reporting person undertakes to provide to The Progressive Corporation, any security holder of The Progressive Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

F4: These units will vest in three equal annual installments beginning January 1, 2022, subject to earlier vesting or forefeiture in accordance with the plan and the award agreement, including the earlier vesting of a portion of the units if the reporting person hereafter achieves his or her qualified retirement eligibility date.

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