PROCTER & GAMBLE Co — Director's Dealing 2014

Aug 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-08-07

Reporting Person: Majoras Deborah P (Chief Legal Officer & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-07	Common Stock	M	30	$80.595	Acquired	22367.808	Direct
2014-08-07	Common Stock	F	30	$80.595	Disposed	22337.808	Direct
2014-08-07	Common Stock	M	35	$80.595	Acquired	22372.808	Direct
2014-08-07	Common Stock	F	35	$80.595	Disposed	22337.808	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-07	Restricted Stock Units	$	A	461	Acquired		Common Stock (461)	Direct
2014-08-07	Restricted Stock Units	$	M	30	Disposed		Common Stock (30)	Direct
2014-08-07	Restricted Stock Units	$	A	530	Acquired		Common Stock (530)	Direct
2014-08-07	Restricted Stock Units	$	M	35	Disposed		Common Stock (35)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	774.4993	Indirect

Footnotes

F1: Reflects adjustment to PST for period 4/1/2014-6/30/2014.

F2: Retirement award in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2014.

F3: 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.

F4: Converted on 8/7/2014 to common stock to cover taxes withheld on grant of Restricted Stock Units.