PROCTER & GAMBLE Co — Director's Dealing 2014

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-02-27

Reporting Person: Geissler Werner (Vice Chairman - GO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock	S	10874	$77.6951	Disposed	220363.726	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Units	$	A	228.965	Acquired		Common Stock (228.965)	Direct
2014-02-28	Stock Option (Right to Buy)	$78.66	A	199594	Acquired	2024-02-28	Common Stock (199594)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5136.8151	Indirect
Common Stock	1983	Indirect

Footnotes

F1: Shares sold to cover tax obligation upon settlement of February 27, 2009 RSU award.

F2: Weighted average price of the shares sold. The price range from $77.555 to $77.85. Full information regarding the number of shares sold at each separate price available upon request.

F3: Total includes grant of dividend equivalents on 2/18/14 in the form of RSUs settled in common stock.

F4: Balance as of 12/31/13.

F5: 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.

F6: 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.