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PROCTER & GAMBLE Co Director's Dealing 2012

May 18, 2012

29757_dirs_2012-05-17_ebf5a325-b3e4-4da3-b066-8185d86ec6e8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-15 Common Stock M 16 Acquired 85517.406 Direct
2012-05-15 Common Stock F 16 $63.855 Disposed 85501.406 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-05-15 Restricted Stock Units $ A 314.028 Acquired Common Stock (314.028) Direct
2012-05-15 Restricted Stock Units $ M 16 Disposed Common Stock (16) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 35787.5587 Indirect
Common Stock 68633 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: 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.

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.