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: Moeller Jon R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-07	Common Stock	M	97	$80.595	Acquired	68185.977	Direct
2014-08-07	Common Stock	F	97	$80.595	Disposed	68088.977	Direct
2014-08-07	Common Stock	A	166	—	Acquired	5663.778	Indirect
2014-08-07	Common Stock	F	9	$80.595	Disposed	5654.778	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-07	Restricted Stock Units	$	A	1551	Acquired		Common Stock (1551)	Direct
2014-08-07	Restricted Stock Units	$	M	97	Disposed		Common Stock (97)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12009.3367	Indirect
Common Stock	12821.7104	Indirect

Footnotes

F1: Retirement award in the form of Restricted Stock Units, computed per benefit formula for plan year ended 6/30/2014.

F2: Shares withheld on 8/7/2014 to cover taxes on grant of Restricted Stock Units.

F3: Reflects adjustment to PST for period 4/1/2014-6/30/2014.

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.