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PROCTER & GAMBLE Co Director's Dealing 2014

May 16, 2014

29757_dirs_2014-05-16_267a5b52-4935-4d3e-ae68-77e86f955aa7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: PASSERINI FILIPPO (Grp Pres-CIO & Global Bus Svcs)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-15 Restricted Stock Units $ A 118.511 Acquired Common Stock (118.511) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 100220.348 Direct
Common Stock 3035.83 Indirect
Common Stock 3012.833 Indirect
Common Stock 3034.753 Indirect
Common Stock 7175.2793 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: 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.

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.