Initial Statement of Beneficial Ownership (3)
06 December 2016 - 7:18AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Niederst Lori A
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2. Date of Event Requiring Statement (MM/DD/YYYY)
11/27/2016
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3. Issuer Name
and
Ticker or Trading Symbol
PROGRESSIVE CORP/OH/ [PGR]
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(Last)
(First)
(Middle)
6300 WILSON MILLS ROAD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Chief Human Resource Officer /
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(Street)
MAYFIELD VILLAGE, OH 44143
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common
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8203.132
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D
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Common
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159.603
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I
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Husband's 401(k) Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(1)
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(2)
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Common
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19390.066
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(3)
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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Expiration Date is the same as the Date Exercisable.
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(
3)
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Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Niederst Lori A
6300 WILSON MILLS ROAD
MAYFIELD VILLAGE, OH 44143
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Chief Human Resource Officer
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Signatures
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/s/ Laurie F. Humphrey, By Power of Attorney
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12/5/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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