PROCTER & GAMBLE Co — Director's Dealing 2011

Aug 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2011-08-04

Reporting Person: PASSERINI FILIPPO (Grp Pres-CIO & Global Bus Svcs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Common Stock	G	1032	—	Disposed	49517.049	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-04	Restricted Stock Units	$	A	1676	Acquired		Common Stock (1676)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2050.83	Indirect
Common Stock	2027.833	Indirect
Common Stock	2049.753	Indirect
Common Stock	4800.2271	Indirect

Footnotes

F1: Reflects gift of 344 shares on 1/27/11 to each of Reporting Person's three children.

F2: Reflects gift on 1/27/11 of 344 shares of common stock.

F3: Balance as of 6/30/11.

F4: Retirement award in the form of Restricted Stock Units, computed per benefit formula for plan year ended 6/30/11.

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.

F6: Award in the form of Restricted Stock Units, computed per benefit formula for plan year ended 6/30/11.