PROCTER & GAMBLE Co — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-28	Common Stock	A	10807	—	Acquired	100850.068	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Units	$	A	113.563	Acquired		Common Stock (113.563)	Direct
2014-02-28	Stock Option (Right to Buy)	$78.66	A	54031	Acquired	2024-02-28	Common Stock (54031)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2750.83	Indirect
Common Stock	2727.833	Indirect
Common Stock	7102.911	Indirect
Common Stock	2749.753	Indirect

Footnotes

F1: Restricted Stock Units awarded to Issuer's 2009 Stock and Incentive Compensation Plan.

F2: Total includes grants of dividend equivalents on 2/18/14 in the form of RSUs settled in common stock.

F3: Balance as of 12/31/13.

F4: 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.

F5: 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.