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: Healey Melanie (Group President NA GHSMC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock	S	2002	$77.6951	Disposed	48043.906	Direct
2014-02-28	Common Stock	A	12014	—	Acquired	60057.906	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Units	$	A	80.826	Acquired		Common Stock (80.826)	Direct
2014-02-28	Stock Option (Right to Buy)	$78.66	A	60069	Acquired	2024-02-28	Common Stock (60069)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8717.9156	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 was $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: Restricted Stock Units awarded pursuant to Issuer's 2009 Stock and Incentive Compensation Plan.

F5: Balance as of 12/31/13

F6: 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.

F7: 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.