PROCTER & GAMBLE Co — Director's Dealing 2013

Nov 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2013-11-15

Reporting Person: Healey Melanie (Group President NA GHSMC)

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	81.189	Acquired		Common Stock (81.189)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49981.406	Direct
Common Stock	8603.0415	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on November 15, 2013 in the form of Restricted Stock Units (RSU's) settled in common stock.

F2: Balance as of 9/30/2013.

F3: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F4: 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.

F5: 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.

F6: 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.

F7: 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.