PROCTER & GAMBLE Co — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-02-21

Reporting Person: HENRETTA DEBORAH A (Group President Global Beauty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-21	Common Stock	M	21882	$51.415	Acquired	165571.229	Direct
2014-02-21	Common Stock	M	8124	$44.2656	Acquired	173695.229	Direct
2014-02-21	Common Stock	M	43762	$51.415	Acquired	217457.229	Direct
2014-02-21	Common Stock	S	17011	$78.7508	Disposed	200446.229	Direct
2014-02-21	Common Stock	S	5829	$78.7508	Disposed	194617.229	Direct
2014-02-21	Common Stock	S	34357	$78.7508	Disposed	160260.229	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Units	$	A	159.16	Acquired		Common Stock (159.16)	Direct
2014-02-21	Stock Option (Right to Buy)	$51.415	M	21882	Disposed	2014-02-27	Common Stock (21882)	Direct
2014-02-21	Stock Option (Right to Buy)	$44.2656	M	8124	Disposed	2014-02-26	Common Stock (8124)	Direct
2014-02-21	Stock Option (Right to Buy)	$51.415	M	43762	Disposed	2014-02-27	Common Stock (43762)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18835.3554	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on February 18, 2014 in the form of RSU's settled in common stock.

F2: Shares sold to cover option cost and tax obligations related to stock option exercise.

F3: Weighted average price of the shares sold. The price range was $78.74 to $78.80. Full information regarding the number of shares sold at each separate price available upon request.

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 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.