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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock	M	16	—	Acquired	85490.318	Direct
2012-02-15	Common Stock	F	16	$64.66	Disposed	85474.318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Restricted Stock Units	$	A	287.498	Acquired		Common Stock (287.498)	Direct
2012-02-15	Restricted Stock Units	$	M	16	Disposed		Common Stock (16)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35397.4107	Indirect
Common Stock	68633	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 02/15/12 in the form of RSUs settled in common stock.

F2: Automatic conversion of RSUs to withhold for taxes due on dividend equivalents in the form of RSUs settled in common stock on 2/15/12.

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.