PROCTER & GAMBLE Co — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2012-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock	F	2	$64.66	Disposed	63146.3685	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Restricted Stock Units	$	A	94.553	Acquired		Common Stock (94.553)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	602	Indirect
Common Stock	23672.8048	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 2/15/12.

F2: Total includes grant of dividend equivalents on 02/15/12 in the form of RSUs settled in common stock.

F3: Balance as of 12/31/11.

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.