PROCTER & GAMBLE Co — Director's Dealing 2012

May 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2012-05-15

Reporting Person: Pritchard Marc S. (Global Brand Building Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-15	Restricted Stock Units	$	A	103.326	Acquired		Common Stock (103.326)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	73603.7445	Direct
Common Stock	23948.466	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 5/15/2012 in the form of Restricted Stock Units ("RSUs") settled in common stock and dividends paid on 9/15/2011 on vested RSUs granted on 9/15/2009 and 9/15/2010.

F2: Balance as of 3/31/2012.

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.