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PROCTER & GAMBLE Co Director's Dealing 2014

Nov 19, 2014

29757_dirs_2014-11-19_6865f73c-82ea-4417-a2a2-a29a03023ac5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-09-30

Reporting Person: LAFLEY ALAN G (Director, COB, Pres. & CEO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-09-30 Series A Preferred Stock $ A 106.5285 Acquired Common Stock (106.5285) Indirect
2014-11-17 Restricted Stock Units $ A 17.128 Acquired Common Stock (17.128) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 518783.8276 Direct
Common Stock 3728.2273 Indirect
Common Stock 10282.5986 Indirect
Common Stock 1620.138 Indirect
Common Stock 254175 Indirect
Common Stock 10989.7665 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: Alan F. Lafley Revocable Trust, U/A dated February 3, 1998, A.G. Lafley, Trustee, for benefit of reporting person's father.

F4: A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.

F5: Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.

F6: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F7: 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.

F8: 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.

F9: 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.

F10: These units will deliver in shares on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.