PROCTER & GAMBLE Co — Director's Dealing 2011

Nov 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2011-11-15

Reporting Person: Panayotopoulos Evriviades D (ViceChairman Global Bus Units)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-15	Common Stock	M	29	$63.50	Acquired	244641.658	Direct
2011-11-15	Common Stock	F	29	$63.50	Disposed	244612.658	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-15	Restricted Stock Units	$	A	358.881	Acquired		Common Stock (358.881)	Direct
2011-11-15	Restricted Stock Units	$	M	29	Disposed		Common Stock (29)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2420.8037	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 upon dividend equivalents in the form of RSUs settled in common stock on 11/15/11.

F3: Balance as of 9/30/11.

F4: 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.

F5: 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.