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PROCTER & GAMBLE Co Director's Dealing 2011

Nov 17, 2011

29757_dirs_2011-11-17_3be30164-58fe-44da-a30c-a8f07b2867e6.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: 2011-11-15

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-15 Common Stock M 16 $63.50 Acquired 85467.36 Direct
2011-11-15 Common Stock F 16 $63.50 Disposed 85451.36 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-11-15 Restricted Stock Units $ A 290.48 Acquired Common Stock (290.48) Direct
2011-11-15 Restricted Stock Units $ M 16 Disposed Common Stock (16) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 35000.7078 Indirect
Common Stock 68633 Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 11/15/11 in the form of Restricted Stock Units ("RSUs") settled in common stock.

F2: Automatic conversion of RSUs to withhold for taxes due on dividend equivalents in the form of RSUs settled in common stock on 11/15/11.

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.