PROCTER & GAMBLE Co — Director's Dealing 2014

Nov 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-11-05

Reporting Person: Biegger Mark F (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-05	Common Stock	M	10956	$31.0118	Acquired	24868.019	Direct
2014-11-05	Common Stock	S	10956	$88.9608	Disposed	13912.019	Direct
2014-11-05	Common Stock	M	1916	$31.0118	Acquired	15828.019	Direct
2014-11-05	Common Stock	S	1916	$88.9608	Disposed	13912.019	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
2014-11-05	Stock Option (Right to Buy)	$31.0118	M	10956	Disposed	2015-09-15	Common Stock (10956)	Direct
2014-11-05	Stock Option (Right to Buy)	$31.0118	M	1916	Disposed	2015-09-15	Common Stock (1916)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14680.9713	Indirect
Common Stock	7	Indirect

Footnotes

F1: Weighted average price of the shares sold. The price range was $88.960 to $88.965. Full information regarding the number of shares sold at each separate price available upon request.

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 Officer 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.