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PROCTER & GAMBLE Co Director's Dealing 2014

Feb 28, 2014

29757_dirs_2014-02-28_1021d446-8867-499c-abd2-90c4c7b8012b.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: 2014-02-26

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-02-26 Common Stock S 19309 $78.5056 Disposed 617879.5256 Direct
2014-02-27 Common Stock S 3728 $78.0733 Disposed 601018.5256 Direct
2014-02-27 Common Stock S 61556 $77.6951 Disposed 539462.5256 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1620.138 Indirect
Common Stock 3367.9246 Indirect
Common Stock 9924.0687 Indirect
Common Stock 10989.7665 Indirect
Common Stock 135606 Indirect

Footnotes

F1: Shares sold to cover tax obligation on distribution of deferred compensation.

F2: Weighted average price of the shares sold. The price range was $78.50 to $78.525. 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: Weighted average price of the shares sold. The price range was $78.071 to $78.075. Full information regarding the number of shares sold at each separate price available upon request.

F5: Reflects transfer on February 28, 2014 of 13,133 shares of common stock from direct holdings into the A.G. Lafley Revocable Trust.

F6: Shares sold to cover tax obligation upon settlement of February 27, 2009 RSU award.

F7: 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.

F8: Alan F. Lafley Revocable Trust, U/A dated February 3, 1998, A.G. Lafley, Trustee, for benefit of reporting person's father.

F9: Balance as of 12/31/13

F10: Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.

F11: A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.