PROCTER & GAMBLE Co — Director's Dealing 2014

Apr 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-04-24

Reporting Person: LAFLEY ALAN G (Director, COB, Pres. & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-24	Common Stock	M	100000	$53.595	Acquired	730813.5256	Direct
2014-04-24	Common Stock	S	100000	$80.7443	Disposed	630813.5256	Direct
2014-04-24	Common Stock	M	100000	$53.595	Acquired	730813.5256	Direct
2014-04-24	Common Stock	S	100000	$81.00	Disposed	630813.5256	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-24	Stock Option (Right to Buy)	$53.595	M	100000	Disposed	2015-02-28	Common Stock (100000)	Direct
2014-04-24	Stock Option (Right to Buy)	$53.595	M	100000	Disposed	2015-02-28	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3400.4213	Indirect
Common Stock	10040.1716	Indirect
Common Stock	1620.138	Indirect
Common Stock	135606	Indirect
Common Stock	10989.7665	Indirect

Footnotes

F1: This transaction was effected pursuant to a 10b5-1 Trading Plan entered into on February 27, 2014.

F2: Weighted average price of the shares sold. The price range was $80.05 to $81.36. Full information regarding the number of shares sold at each separate price available upon request.

F3: Balance as of 3/31/2014.

F4: Alan F. Lafley Revocable Trust, U/A dated February 3, 1998, A.G. Lafley, Trustee, for benefit of reporting person's father.

F5: A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.

F6: Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.