PROCTER & GAMBLE Co — Director's Dealing 2014

Nov 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-11-06

Reporting Person: Sheppard Valarie L (Sr VP, Comptroller & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-06	Common Stock	M	5350	$31.0118	Acquired	13216.008	Direct
2014-11-06	Common Stock	S	5350	$89.00	Disposed	7866.008	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-30	Series A Preferred Stock	$	A	190.4256	Acquired		Common Stock (190.4256)	Indirect
2014-11-06	Stock Option (Right to Buy)	$31.0118	M	5350	Disposed	2015-09-15	Common Stock (5350)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3273.9653	Indirect

Footnotes

F1: Reflects adjustment to PST for period 7/1/2014-9/30/2014.

F2: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F3: 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.

F4: 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.