Sec Form 4 Filing - DAVIS CHARLES A @ PROGRESSIVE CORP/OH/ - 2012-03-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DAVIS CHARLES A 2. Issuer Name and Ticker or Trading Symbol PROGRESSIVE CORP/OH/ [ PGR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) Director (Last) (First) (Middle) 6300 WILSON MILLS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2012 (Street) MAYFIELD VILLAGE, OH44143 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common 03/27/2012 M 12,079 A $ 12.5064 266,955 D Common 03/27/2012 S 6,539 D $ 23.1502 ( 1 ) 260,416 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 2002 Director Option $ 12.5064 ( 2 ) 03/27/2012 M 12,079 10/20/2002 04/19/2012 Common 12,079 ( 2 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAVIS CHARLES A 6300 WILSON MILLS ROAD MAYFIELD VILLAGE, OH44143 X Director Signatures Dane A. Shrallow, by Power of Attorney 03/28/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $23.150 to $23.152, 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 ranges set forth in this Footnote 1. ( 2 )This option previously was reported as an option covering 11,497 shares at an exercise price of $13.1396 per share, and it has been adjusted by the Board of Directors pursuant to the terms of The Progressive Corporation 1998 Directors' Stock Option Plan, as approved by shareholders, in connection with the $1.00 per Common Share extraordinary dividend paid on December 29, 2010 to shareholders of record on December 20, 2010.

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 4(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).

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