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: LAFLEY ALAN G (Director, COB, Pres. & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-06	Common Stock	M	204	$75.62	Acquired	568734.5946	Direct
2015-08-06	Common Stock	F	204	$75.62	Disposed	568530.5946	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-06	Restricted Stock Units	$	A	2504	Acquired		Common Stock (2504)	Direct
2015-08-06	Restricted Stock Units	$	M	204	Disposed		Common Stock (204)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	247359	Indirect
Common Stock	10984.7665	Indirect
Common Stock	3837.4401	Indirect
Common Stock	10642.1726	Indirect

Footnotes

F1: A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.

F2: Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.

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.