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: Geissler Werner (Vice Chairman - GO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock	F	52	$63.855	Disposed	222325.196	Direct
2012-05-15	Common Stock	M	10	—	Acquired	222335.196	Direct
2012-05-15	Common Stock	F	10	$63.855	Disposed	222325.196	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-15	Restricted Stock Units	$	A	210.072	Acquired		Common Stock (210.072)	Direct
2012-05-15	Restricted Stock Units	$	M	10	Disposed		Common Stock (10)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3748.8694	Indirect
Common Stock	1983	Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due on dividend equivalents granted in the form of RSUs settled in common stock on 5/15/2012.

F2: Total includes grant of dividend equivalents on 5/15/2012 in the form of RSUs settled in common stock and includes disposition of 0.138 shares when shares were transferred to reporting person's brokerage account.

F3: Balance as of 3/31/2012.

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.