PROCTER & GAMBLE Co — Director's Dealing 2015

Aug 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2015-08-06

Reporting Person: ClementHolmes Linda W (Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-06	Common Stock	M	61	$75.62	Acquired	2857.9209	Direct
2015-08-06	Common Stock	F	61	$75.62	Disposed	2796.9209	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-06	Restricted Stock Units	$	A	745	Acquired		Common Stock (745)	Direct
2015-08-06	Restricted Stock Units	$	M	61	Disposed		Common Stock (61)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20928.9686	Indirect

Footnotes

F1: Retirement award in the form of Restricted Stock Units which represent a contingent right to receive P&G common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2015.

F2: 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.

F3: Converted on 8/6/2015 to common stock to cover taxes withheld on grant of Restricted Stock Units.