PROCTER & GAMBLE Co — Director's Dealing 2013

May 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2013-05-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-15	Common Stock	M	18	—	Acquired	71515.694	Direct
2013-05-15	Common Stock	F	18	$80.25	Disposed	71497.694	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-15	Restricted Stock Units	$	A	310.215	Acquired		Common Stock (310.215)	Direct
2013-05-15	Restricted Stock Units	$	M	18	Disposed		Common Stock (18)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	38041.7465	Indirect
Common Stock	112242	Indirect

Footnotes

F1: The total reflects a transfer of 43,609 shares from direct holdings into the RAM Revocable Trust which were previously reported as directly held.

F2: Automatic conversion of RSUs to withhold for taxes due on dividend equivalents granted in the form of RSUs settled in common stock on 5/15/2013.

F3: Balance as of 3/31/2013.

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.