PROCTER & GAMBLE Co — Director's Dealing 2014

Nov 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-11-03

Reporting Person: Fish Kathleen B (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-03	Common Stock	F	1418	$86.7832	Disposed	24134.005	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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32977.2964	Indirect

Footnotes

F1: Shares withheld to cover taxes on previous Restricted Stock Unit grant.

F2: Weighted average price of the shares sold. The price range was $86.781 to $86.787. Full information regarding the number of shares sold at each separate price available upon request.

F3: Reflects adjustment to PST for period 7/1/2014-9/30/2014.

F4: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F5: 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.

F6: 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.