PROCTER & GAMBLE Co — Director's Dealing 2014

May 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-05-15

Reporting Person: Moeller Jon R (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-15	Restricted Stock Units	$	A	64.903	Acquired		Common Stock (64.903)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68088.977	Direct
Common Stock	5497.778	Indirect
Common Stock	11865.8543	Indirect
Common Stock	12667.6143	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on May 15, 2014 in the form of Restricted Stock Units (RSU's) settled in common stock.

F2: Balance as of 3/31/2014.

F3: Dividend equivalents in the form of Retirement RSU's previously awarded pursuant to Issuer's retirement program. All such RSU's represent a contingent right to receive Procter & Gamble common stock or cash settlement.

F4: These units will 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.