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: Moeller Jon R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-06	Common Stock	M	98	$75.62	Acquired	92661.458	Direct
2015-08-06	Common Stock	F	98	$75.62	Disposed	92563.458	Direct
2015-08-06	Common Stock	A	167	—	Acquired	7407.011	Indirect
2015-08-06	Common Stock	F	10	$75.62	Disposed	7397.011	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-06	Restricted Stock Units	$	A	1515	Acquired		Common Stock (1515)	Direct
2015-08-06	Restricted Stock Units	$	M	98	Disposed		Common Stock (98)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13049.7672	Indirect
Common Stock	13903.6009	Indirect

Footnotes

F1: Retirement award in the form of Restricted Stock Units, computed per benefit formula for plan year ended 6/30/2015.

F2: Shares withheld on 8/6/2015 to cover taxes on grant of Restricted Stock Units.

F3: Reflects adjustment to PST for period 4/1/2015-6/30/2015.

F4: 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.

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.

F6: Converted on 8/6/2015 to common stock to cover taxes withheld on grant of Restricted Stock Units.