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: 2014-09-30

Reporting Person: Majoras Deborah P (Chief Legal Officer & Secy)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-30	Series A Preferred Stock	$	A	73.8466	Acquired		Common Stock (73.8466)	Indirect
2014-11-17	Restricted Stock Units	$	A	32.702	Acquired		Common Stock (32.702)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22355.066	Direct
Common Stock	962.7522	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.

F2: Reflects adjustment to PST for period 7/1/2014-9/30/2014.

F3: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F4: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions for the 3-month period ending 9/30/2014.

F5: Shares held by Retirement Plan Trustees. If employee terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.

F6: 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.

F7: 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.