PROCTER & GAMBLE Co — Director's Dealing 2013

Dec 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2013-12-02

Reporting Person: HENRETTA DEBORAH A (Group President Global Beauty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-02	Common Stock	F	112	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	79	$81.66	Acquired	143403.738	Direct
2013-12-02	Common Stock	F	79	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	77	$81.66	Acquired	143401.738	Direct
2013-12-02	Common Stock	F	77	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	88	$81.66	Acquired	143412.738	Direct
2013-12-02	Common Stock	F	88	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	88	$81.66	Acquired	143412.738	Direct
2013-12-02	Common Stock	F	88	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	105	$81.66	Acquired	143429.738	Direct
2013-12-02	Common Stock	F	105	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	113	$81.66	Acquired	143437.738	Direct
2013-12-02	Common Stock	F	113	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	110	$81.66	Acquired	143434.738	Direct
2013-12-02	Common Stock	F	110	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	118	$81.66	Acquired	143442.738	Direct
2013-12-02	Common Stock	F	118	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	153	$81.66	Acquired	143477.738	Direct
2013-12-02	Common Stock	F	153	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	130	$81.66	Acquired	143454.738	Direct
2013-12-02	Common Stock	F	130	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	127	$81.66	Acquired	143451.738	Direct
2013-12-02	Common Stock	F	127	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	137	$81.66	Acquired	143461.738	Direct
2013-12-02	Common Stock	F	137	$81.66	Disposed	143324.738	Direct
2013-12-02	Common Stock	M	110	$81.66	Acquired	143434.738	Direct
2013-12-02	Common Stock	F	110	$81.66	Disposed	143324.738	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-02	Restricted Stock Units	$	M	79	Disposed		Common Stock (79)	Direct
2013-12-02	Restricted Stock Units	$	M	77	Disposed		Common Stock (77)	Direct
2013-12-02	Restricted Stock Units	$	M	88	Disposed		Common Stock (88)	Direct
2013-12-02	Restricted Stock Units	$	M	88	Disposed		Common Stock (88)	Direct
2013-12-02	Restricted Stock Units	$	M	105	Disposed		Common Stock (105)	Direct
2013-12-02	Restricted Stock Units	$	M	113	Disposed		Common Stock (113)	Direct
2013-12-02	Restricted Stock Units	$	M	110	Disposed		Common Stock (110)	Direct
2013-12-02	Restricted Stock Units	$	M	118	Disposed		Common Stock (118)	Direct
2013-12-02	Restricted Stock Units	$	M	153	Disposed		Common Stock (153)	Direct
2013-12-02	Restricted Stock Units	$	M	130	Disposed		Common Stock (130)	Direct
2013-12-02	Restricted Stock Units	$	M	127	Disposed		Common Stock (127)	Direct
2013-12-02	Restricted Stock Units	$	M	137	Disposed		Common Stock (137)	Direct
2013-12-02	Restricted Stock Units	$	M	110	Disposed		Common Stock (110)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18637.9092	Indirect

Footnotes

F1: Shares withheld to cover taxes upon vesting of Restricted Stock Grant.

F2: Automatic conversion of Restricted Stock Units (RSU's) to withhold for taxes due on dividend equivalents in the form of RSU's settled in common stock.

F3: Original retirement award in the form of RSU's which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ending 6/30/09.

F4: These units 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.