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: Pritchard Marc S. (Global Brand Building Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-07	Common Stock	M	121	$80.595	Acquired	104602.4403	Direct
2014-08-07	Common Stock	F	121	$80.595	Disposed	104481.4403	Direct
2014-08-08	Common Stock	M	35282	$49.4759	Acquired	139763.4403	Direct
2014-08-08	Common Stock	S	35282	$80.8566	Disposed	104481.4403	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-07	Restricted Stock Units	$	A	1460	Acquired		Common Stock (1460)	Direct
2014-08-07	Restricted Stock Units	$	M	121	Disposed		Common Stock (121)	Direct
2014-08-08	Stock Option (Right to Buy)	$49.4759	M	35282	Disposed	2014-09-15	Common Stock (35282)	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: Weighted average price of the shares sold. The price range was $80.83 to $80.89. Full information regarding the number of shares sold at each separate price available upon request.

F2: Reflects adjustment to PST for period 4/1/2014-6/30/2014.

F3: 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.

F4: 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.

F5: Converted on 8/7/2014 to common stock to cover taxes withheld on grant of Restricted Stock Units.