FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Niederst Lori A

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/27/2016 

3. Issuer Name and Ticker or Trading Symbol

PROGRESSIVE CORP/OH/ [PGR]

(Last)        (First)        (Middle)

6300 WILSON MILLS ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Human Resource Officer /

(Street)

MAYFIELD VILLAGE, OH 44143       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common   8203.132   D    
Common   159.603   I   Husband's 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (1)   (2) Common   19390.066     (3) D    

Explanation of Responses:
( 1)  Represents time-based restricted stock units granted to the reporting person between 2012 and 2016. Subject to the terms of the plan and the award agreements, each award vests in 3 equal installments on the January 1 of the third, fourth and fifth year following the date of grant or, with respect to the grants made in 2013-2016, on an earlier date that the reporting person achieves qualified retirement eligibility as defined in the plan. The following number of units is scheduled to vest on January 1 of each of the following years: 2017 - 5565.623 units; 2018 - 5132.041 units; 2019 - 4619.03 units; 2020 - 2815.372 units; 2021 - 1258 units.
( 2)  Expiration Date is the same as the Date Exercisable.
( 3)  Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Niederst Lori A
6300 WILSON MILLS ROAD
MAYFIELD VILLAGE, OH 44143


Chief Human Resource Officer

Signatures
/s/ Laurie F. Humphrey, By Power of Attorney 12/5/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Progressive (NYSE:PGR)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Progressive Charts.
Progressive (NYSE:PGR)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Progressive Charts.