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PROCTER & GAMBLE Co Director's Dealing 2013

May 17, 2013

29757_dirs_2013-05-17_e613b15e-ad3f-4d94-92d6-c3709dc304a2.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: 2013-05-15

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

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-05-15 Restricted Stock Units $ A 28.882 Acquired Common Stock (28.882) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 35530.157 Direct
Common Stock 9.367 Indirect
Common Stock 9.367 Indirect
Common Stock 7546.7433 Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 5/15/2013 in the form of RSUs settled in common stock.

F2: 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.

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.