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PROCTER & GAMBLE Co Director's Dealing 2010

Nov 17, 2010

29757_dirs_2010-11-17_711d61af-74db-4d9f-b072-060eccf9004e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2010-11-15

Reporting Person: MCDONALD ROBERT A (COB, Pres. & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-11-15 Common Stock F 10 $64.525 Disposed 101313.684 Direct
2010-11-15 Common Stock M 14 $64.525 Acquired 101327.684 Direct
2010-11-15 Common Stock F 14 $64.525 Disposed 101313.684 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-11-15 Restricted Stock Units $ A 222.909 Acquired Common Stock (222.909) Direct
2010-11-15 Restricted Stock Units $ M 14 Disposed Common Stock (14) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 32958.7505 Indirect
Common Stock 62341 Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due upon dividend equivalents in the form of RSUs settled in common stock on 11/15/10.

F2: Total includes grant of dividend equivalents on 11/15/10 in the form of RSUs settled in common stock.

F3: Dividend equivalents in the form of RSUs for Retirement Restricted Stock Units previously awarded pursuant to Issuer's retirement program. All such RSUs represent a contingent right to receive Procter & Gamble common stock or cash settlement.

F4: These units will deliver in shares or cash settlement on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.