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PROCTER & GAMBLE Co Director's Dealing 2014

Feb 25, 2014

29757_dirs_2014-02-25_2bdbb42d-8db8-4a73-9224-ad76dc8ae8d3.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: 2014-02-24

Reporting Person: Martin Riant (GrpPresGlobalBabyFemFamilyCare)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-02-24 Common Stock F 2216 $78.40 Disposed 80306.848 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-02-18 Restricted Stock Units $ A 112.103 Acquired Common Stock (112.103) Direct
2014-02-24 Restricted Stock Units $ D 316.47 Disposed Common Stock (316.47) Direct
2014-02-24 Restricted Stock Units $ D 685.496 Disposed Common Stock (685.496) Direct
2014-02-24 Restricted Stock Units $ D 1187.801 Disposed Common Stock (1187.801) Direct
2014-02-24 Restricted Stock Units $ D 1247.132 Disposed Common Stock (1247.132) Direct
2014-02-24 Restricted Stock Units $ D 1218.302 Disposed Common Stock (1218.302) Direct
2014-02-24 Restricted Stock Units $ D 1315.945 Disposed Common Stock (1315.945) Direct
2014-02-24 Restricted Stock Units $ D 1769.766 Disposed Common Stock (1769.766) Direct
2014-02-24 Restricted Stock Units $ D 1621.218 Disposed Common Stock (1621.218) Direct
2014-02-24 Restricted Stock Units $ D 1760.708 Disposed Common Stock (1760.708) Direct
2014-02-24 Restricted Stock Units $ D 1992.974 Disposed Common Stock (1992.974) Direct
2014-02-24 Restricted Stock Units $ D 1629 Disposed Common Stock (1629) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 7102.9109 Indirect
Common Stock 686 Indirect

Footnotes

F1: RSUs withheld to cover taxes on 2/27/09 award under the issuer's 2001 Stock and Incentive Compensation Plan and on 2/26/10, 2/28/11, 2/29/12 and 2/28/13 awards under the issuer's 2009 Stock and Incentive Compensation Plan.

F2: Total includes grant of dividend equivalents on February 18, 2014 in the form of RSU's settled in common stock.

F3: Balance as of 12/31/13

F4: Martin Riant & Fiona R. Riant Revocable Trust U/A dated 4/7/05

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: Retirement award in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement.

F7: Disposition to the Issuer pursuant to the Company's Deferred Compensation Plan, based on a price of $77.86 per share.

F8: 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.