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PROCTER & GAMBLE Co Director's Dealing 2014

May 16, 2014

29757_dirs_2014-05-16_8cf25fdb-046d-445c-9427-9e39b4b361e2.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: Biegger Mark F (Chief Human Resources Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-15 Restricted Stock Units $ A 5.565 Acquired Common Stock (5.565) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 13898.995 Direct
Common Stock 13867.1282 Indirect
Common Stock 7 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.