PROCTER & GAMBLE Co — Director's Dealing 2012

Aug 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2012-08-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-15	Common Stock	M	16	—	Acquired	115054.62	Direct
2012-08-15	Common Stock	F	16	—	Disposed	115038.62	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-15	Restricted Stock Units	$	A	302.965	Acquired		Common Stock (302.965)	Direct
2012-08-15	Restricted Stock Units	$	M	16	Disposed		Common Stock (16)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36212.741	Indirect
Common Stock	68633	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 08/15/12 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 granted in the form of RSUs settled in common stock on 8/15/2012.

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.