FORM 4 |
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION |
OMB APPROVAL |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
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 |
OMB
Number: 3235-0287 Filed By |
1. Name and Address of Reporting Person* Lewis, Peter B. |
2. Issuer Name and
Ticker or Trading Symbol |
6. Relationship of
Reporting Person(s) Chairman of the Board |
||
(Last) (First) (Middle) 6300 Wilson Mills Road |
3. I.R.S. Identification
Number
|
4. Statement for Month/Day/Year 03-24-2003 |
||
(Street) Mayfield Village, , OH 44143 |
5. If Amendment, Date of Original (Month/Day/Year) |
7. 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 |
2. Trans- |
2A. Deemed |
3. Trans- |
4. Securities Acquired
(A) or Disposed of (D) |
5. Amount of |
6. Owner- |
7. Nature of Indirect
|
|||
Code |
V |
Amount |
(A) |
Price |
||||||
Common |
01-28-2003 |
|
J(1) |
V |
646,800 |
D |
|
|
D |
|
Common |
02-21-2003 |
|
J(2) |
V |
14,300 |
A |
|
|
D |
|
Common |
02-25-2003 |
|
G |
V |
14,300 |
D |
|
|
D |
|
Common |
03-06-2003 |
|
G |
V |
964 |
D |
|
|
D |
|
Common |
03-06-2003 |
|
J(2) |
V |
3,000 |
A |
|
|
D |
|
Common |
03-20-2003 |
|
M |
|
8,663 |
A |
|
11,699 |
D |
|
Common |
|
|
|
|
|
|
|
49,477.058 |
I |
401(k) Plan |
Common |
|
|
|
|
|
|
|
294,000 |
I |
As Gen. Part. of Lewis L.P. |
Common |
|
|
|
|
|
|
|
1,135,282 |
I |
As GP of Lewis Children LP III |
Common |
|
|
|
|
|
|
|
1,161,253 |
I |
By Lewis Children IV, LLC |
Common |
|
|
|
|
|
|
|
1,181,454 |
I |
By Lewis Children V, LLC |
Common |
|
|
|
|
|
|
|
4,000 |
I |
By Lewis Children VI, LLC |
Common |
01-28-2003 |
|
J(1) |
V |
646,800 |
A |
|
|
I |
By PBL Investments, LP |
Common |
02-21-2003 |
|
J(2) |
V |
14,300 |
D |
|
|
I |
By PBL Investments, LP |
Common |
03-06-2003 |
|
J(2) |
V |
3,000 |
D |
|
15,473,323 |
I |
By PBL Investments, LP |
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). 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 |
FORM 4 (continued) |
Table II -
Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Derivative
Security |
2. Conver- |
3. Trans- |
3A. Deemed Execution Date, if any (Month/ Day/ Year) |
4. Trans- |
5. Number of Derivative
Securities Acquired (A) or Disposed of (D) |
6. Date Exercisable |
7. Title and Amount
of Underlying Securities |
8. Price of Derivative
Security |
9. Number of |
10. Owner- |
11. Nature of Indirect
Beneficial Ownership |
||||
Code |
V |
(A) |
(D) |
Date Exer-cisable |
Expira- |
Title |
Amount or Number
of |
||||||||
Deferred Comp. Unit |
|
03-20-03 |
|
M |
|
|
8,663 |
03-20-03 |
Common |
8,663 |
|
None |
D |
|
Explanation of Responses: (1) Shares acquired by the reporting person by exercise of stock options on 1/28/03 were titled in the name of PBL Investments, LP, which is wholly owned by the reporting person, effecting a change in the form of beneficial ownership exempt by Rule 16a-13. |
By: /s/ Peter B. Lewis By: David M. Coffey, Attorney-In-Fact **Signature of Reporting Person |
03-24-2003 Date |
**Intentional misstatements
or omissions of facts constitute Federal Criminal Violations. Note: File three
copies of this Form, one of which must be manually signed. 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 Number.
|
POWER OF ATTORNEY The undersigned is a director and/or officer of The Progressive Corporation, an Ohio corporation (the "Corporation"), certain securities of which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Act"). The undersigned hereby makes, constitutes and appoints Charles E. Jarrett, Dane A. Shrallow, Michael R. Uth and David M. Coffey, and each of them, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, as my attorney-in-fact and agent, to sign any and all Forms 3, 4 and 5, or successor forms, and any and all amendments or supplements thereto, in order to report, pursuant to Section 16(a) of the Act, the number of the Common Shares and other securities (including any derivative securities) of the Corporation beneficially owned by the undersigned, or any change in the number of Shares or other securities of the Corporation so owned by the undersigned or in the nature of such ownership, and to file with the Securities and Exchange Commission and the New York Stock Exchange the required number of copies of such form or forms, or any such amendments or supplements, pursuant to and in accordance with the applicable rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange, giving and granting unto each said attorney-in- fact and agent full power and authority to do and perform any and all acts and things whatsoever necessary or appropriate to be done in or about the premises, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and approving all that said attorneys-in-fact and agents, or any of them, or any such substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 15th day of June, 2001. /s/ Peter B. Lewis Peter B. Lewis