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PROCTER & GAMBLE Co Director's Dealing 2013

Nov 19, 2013

29757_dirs_2013-11-19_77157874-a825-47a3-96ee-d60efd5e8c02.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: 2013-11-15

Reporting Person: Martin Riant (GrpPresGlobalBabyFemFamilyCare)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-11-15 Common Stock F 6 $84.54 Disposed 82310.746 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-09-30 Series A Preferred Stock $ A 204.4527 Acquired Common Stock (204.4527) Indirect
2013-11-15 Restricted Stock Units $ A 106.209 Acquired Common Stock (106.209) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 7036.1892 Indirect
Common Stock 686 Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units (RSU's) to withhold for taxes due on dividend equivalents granted on November 15, 2013 in the form of RSU's settled in common stock.

F2: Total includes grant of dividend equivalents on November 15, 2013 in the form of RSU's settled in common stock.

F3: Balance as of 9/30/2013.

F4: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F5: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions for the 3-month period ending 9/30/2013.

F6: Shares held by Retirement Plan Trustees. If employee terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.

F7: Dividend equivalents in the form of Retirement RSU's previously awarded pursuant to Issuer's retirement program. All such RSU's represent a contingent right to receive Procter & Gamble common stock or cash settlement.

F8: 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.