PROCTER & GAMBLE Co — Director's Dealing 2015

Nov 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2015-09-30

Reporting Person: ClementHolmes Linda W (Chief Information Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-16	Restricted Stock Units	$	A	11.517	Acquired		Common Stock (11.517)	Direct
2015-09-30	Series A Preferred Stock	$	A	181.0854	Acquired		Common Stock (181.0854)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2846.5809	Direct
Common Stock	21667.0088	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on November 16, 2015 in the form of Restricted Stock Units (RSUs) settled in common stock.

F2: Reflects adjustment to PST for period 7/1/2015-9/30/2015.

F3: 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.

F4: These units will deliver in shares on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.

F5: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F6: Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions for the 3-month period ending 9/30/2015.

F7: Shares held by Retirement Plan Trustees. If employee terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.