PROCTER & GAMBLE Co — Director's Dealing 2015

Aug 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2015-08-18

Reporting Person: Pritchard Marc S. (Chief Brand Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-18	Common Stock	A	6160	—	Acquired	107328.4843	Direct
2015-08-18	Common Stock	S	3335	$75.2089	Disposed	103993.4843	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-17	Restricted Stock Units	$	A	143.149	Acquired		Common Stock (143.149)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29279.8173	Indirect
Common Stock	602	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect

Footnotes

F1: Stock award pursuant to Issuer's 2009 Stock and Incentive Compensation Plan.

F2: Total includes grant of dividend equivalents on August 17, 2015 in the form of Restricted Stock Units (RSU's) settled in common stock.

F3: Weighted average price of the shares sold. The price range was $75.14 to $75.31. Full information regarding the number of shares sold at each separate price available upon request.

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 will 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.