PROCTER & GAMBLE Co — Director's Dealing 2013

Feb 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2013-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Common Stock	F	29	—	Disposed	78839.869	Direct
2013-02-15	Common Stock	M	15	—	Acquired	78854.869	Direct
2013-02-15	Common Stock	F	15	—	Disposed	78839.869	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	Restricted Stock Units	$	A	94.839	Acquired		Common Stock (94.839)	Direct
2013-02-15	Restricted Stock Units	$	M	15	Disposed		Common Stock (15)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2750.83	Indirect
Common Stock	2727.833	Indirect
Common Stock	6387.3247	Indirect
Common Stock	2749.753	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 2/15/2013 in the form of RSUs settled in common stock.

F2: Automatic conversion of Restricted Stock Units (RSUs) to withhold for taxes due on dividend equivalents granted in the form of RSUs settled in common stock on 2/15/2013.

F3: 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.

F4: 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.