PROCTER & GAMBLE Co — Director's Dealing 2013

Aug 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2013-08-01

Reporting Person: Fregolle Robert L. JR. (Global Cust. Bus. Dev. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-02	Common Stock	M	84	$81.725	Acquired	34869.157	Direct
2013-08-02	Common Stock	F	84	$81.725	Disposed	34785.157	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-01	Restricted Stock Units	$	A	1026	Acquired		Common Stock (1026)	Direct
2013-08-02	Restricted Stock Units	$	M	84	Disposed		Common Stock (84)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9.367	Indirect
Common Stock	9.367	Indirect
Common Stock	7770.5854	Indirect

Footnotes

F1: Reflects adjustment to PST for period 4/1/2013-6/30/2013.

F2: Retirement award in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2013.

F3: 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.

F4: Converted on 8/2/2013 to common stock to cover taxes withheld on grant of Restricted Stock Units.