PROCTER & GAMBLE Co — Director's Dealing 2014

Nov 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-11-18

Reporting Person: Taylor David S (Grp Pres GlobalHealth&Grooming)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-17	Restricted Stock Units	$	A	11.651	Acquired		Common Stock (11.651)	Direct
2014-11-18	Restricted Stock Units	$	D	11.651	Disposed		Common Stock (11.651)	Direct
2014-11-18	Restricted Stock Units	$	D	1589	Disposed		Common Stock (1589)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39213.6354	Direct
Common Stock	20820.1601	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on November 17, 2014 in the form of Restricted Stock Units (RSU's) settled in common stock and dividend reinvestment.

F2: Dividend equivalents in the form of Retirement RSU's previously awarded pursuant to Issuer's retirement program. All such RSU's represent a contingent right to receive Procter & Gamble common stock or cash settlement.

F3: These units deliver in shares on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.

F4: Retirement award in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2014.

F5: Disposition to the Issuer pursuant to the Company's Deferred Compensation Plan.