PROCTER & GAMBLE Co — Director's Dealing 2013

Feb 19, 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: Moeller Jon R (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	Restricted Stock Units	$	A	50.98	Acquired		Common Stock (50.98)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35919.988	Direct
Common Stock	2789.847	Indirect
Common Stock	10775.4617	Indirect
Common Stock	12117.317	Indirect

Footnotes

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

F2: Balance as of 12/31/2012.

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.