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: FergusonMchugh MaryLynn (Group President - Europe)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-07	Common Stock	M	52	$80.595	Acquired	37040.7842	Direct
2014-08-07	Common Stock	F	52	$80.595	Disposed	36988.7842	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-07	Restricted Stock Units	$	A	1202	Acquired		Common Stock (1202)	Direct
2014-08-07	Restricted Stock Units	$	M	52	Disposed		Common Stock (52)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	134.9927	Indirect
Common Stock	16080.7886	Indirect
Common Stock	18.467	Indirect
Common Stock	2355.9525	Indirect

Footnotes

F1: Mary Lynn Ferguson-McHugh Trust, U/A dated February 24, 1999, Mary Lynn Ferguson-McHugh Trustee.

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.