PROCTER & GAMBLE Co — Director's Dealing 2014

Aug 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-08-19

Reporting Person: Pritchard Marc S. (Global Brand Building Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-19	Common Stock	A	5199	—	Acquired	109758.1093	Direct
2014-08-19	Common Stock	S	2815	$82.243	Disposed	106943.1093	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-15	Restricted Stock Units	$	A	113.666	Acquired		Common Stock (113.666)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27599.8043	Indirect
Common Stock	602	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect

Footnotes

F1: Stock award pursuant to Issuer's 2009 Stock and Incentive Compensation Plan.

F2: Total includes grant of dividend equivalents on August 15, 2014 in the form of Restricted Stock Units (RSU's) settled in common stock.

F3: Weighted average price of the shares sold. The price range was $82.227 to $82.283. Full information regarding the number of shares sold at each separate price available upon request.

F4: 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.

F5: These units 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.