PROCTER & GAMBLE Co — Director's Dealing 2014

Feb 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2014-02-20

Reporting Person: Pritchard Marc S. (Global Brand Building Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Common Stock	M	14140	$44.2656	Acquired	123104.6343	Direct
2014-02-20	Common Stock	M	34038	$51.415	Acquired	157142.6343	Direct
2014-02-20	Common Stock	M	68074	$51.415	Acquired	225216.6343	Direct
2014-02-20	Common Stock	M	4916	$42.7329	Acquired	230132.6343	Direct
2014-02-20	Common Stock	S	34038	$78.1829	Disposed	196094.6343	Direct
2014-02-20	Common Stock	S	68074	$78.1829	Disposed	128020.6343	Direct
2014-02-20	Common Stock	S	14140	$78.1829	Disposed	113880.6343	Direct
2014-02-20	Common Stock	S	4916	$78.1829	Disposed	108964.6343	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Units	$	A	108.829	Acquired		Common Stock (108.829)	Direct
2014-02-20	Stock Option (Right to Buy)	$44.2656	M	14140	Disposed	2014-02-26	Common Stock (14140)	Direct
2014-02-20	Stock Option (Right to Buy)	$51.415	M	34038	Disposed	2014-02-27	Common Stock (34038)	Direct
2014-02-20	Stock Option (Right to Buy)	$51.415	M	68074	Disposed	2014-02-27	Common Stock (68074)	Direct
2014-02-20	Stock Option (Right to Buy)	$42.7329	M	4916	Disposed	2014-07-09	Common Stock (4916)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	27002.1458	Indirect
Common Stock	602	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 2/18/14 in the form of RSUs settled in common stock.

F2: Weighted average price of the shares sold. The price range was $78.1550 to $78.2100. Full information regarding the number of shares sold at each separate price available upon request.

F3: Balance as of 12/31/13

F4: 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.

F5: 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.