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: PASSERINI FILIPPO (Grp Pres-CIO & Global Bus Svcs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-15	Common Stock	F	14	$80.25	Disposed	90190.245	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-15	Restricted Stock Units	$	A	97.473	Acquired		Common Stock (97.473)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2750.83	Indirect
Common Stock	2727.833	Indirect
Common Stock	2749.753	Indirect
Common Stock	6448.9989	Indirect

Footnotes

F1: Automatic conversion of RSUs to withhold for taxes due on dividend equivalents granted in the form of RSUs settled in common stock on 2/15/2013.

F2: Total includes grant of dividend equivalents on 5/15/2013 in the form of RSUs settled in common stock.

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.