PROCTER & GAMBLE Co — Director's Dealing 2012

Aug 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2012-08-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-02	Common Stock	M	210	$63.615	Acquired	85711.406	Direct
2012-08-02	Common Stock	F	210	$63.615	Disposed	85501.406	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-02	Restricted Stock Units	$	A	4716	Acquired		Common Stock (4716)	Direct
2012-08-02	Restricted Stock Units	$	M	210	Disposed		Common Stock (210)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36212.741	Indirect
Common Stock	68633	Indirect

Footnotes

F1: Reflects adjustment to PST for period 4/1-6/30/2012.

F2: Retirement award in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/12.

F3: 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.

F4: Award in the form of Restricted Stock Units, computed per benefit formula for plan year ended 6/30/12.

F5: Converted on 8/2/2012 to common stock to cover taxes withheld on grant of RSUs.