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: LAFLEY ALAN G (Director, COB, Pres. & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-07	Common Stock	M	208	$80.595	Acquired	629174.4456	Direct
2014-08-07	Common Stock	F	208	$80.595	Disposed	628966.4456	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-07	Restricted Stock Units	$	A	2544	Acquired		Common Stock (2544)	Direct
2014-08-07	Restricted Stock Units	$	M	208	Disposed		Common Stock (208)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3434.7628	Indirect
Common Stock	10162.8268	Indirect
Common Stock	1620.138	Indirect
Common Stock	135606	Indirect
Common Stock	10989.7665	Indirect

Footnotes

F1: Alan F. Lafley Revocable Trust, U/A dated February 3, 1998, A.G. Lafley, Trustee, for benefit of reporting person's father.

F2: A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.

F3: Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.

F4: 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.

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.

F6: Converted on 8/7/2014 to common stock to cover taxes withheld on grant of Restricted Stock Units.