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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Common Stock	M	12	—	Acquired	115096.613	Direct
2013-02-15	Common Stock	F	12	—	Disposed	115084.613	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	Restricted Stock Units	$	A	301.57	Acquired		Common Stock (301.57)	Direct
2013-02-15	Restricted Stock Units	$	M	12	Disposed		Common Stock (12)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37672.3196	Indirect
Common Stock	68633	Indirect

Footnotes

F1: 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.

F2: Total includes grant of dividend equivalents on 2/15/2013 in the form of RSUs settled in common stock.

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.