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PROCTER & GAMBLE Co Director's Dealing 2015

Aug 7, 2015

29757_dirs_2015-08-07_50f20ef1-4703-400c-98ee-e8116787ed36.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-08-06 Common Stock M 122 $75.62 Acquired 101200.9193 Direct
2015-08-06 Common Stock F 122 $75.62 Disposed 101078.9193 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-08-06 Restricted Stock Units $ A 1463 Acquired Common Stock (1463) Direct
2015-08-06 Restricted Stock Units $ M 122 Disposed Common Stock (122) 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: Reflects adjustment to PST for period 4/1/2015-6/30/2015.

F2: 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.

F3: 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.

F4: Converted on 8/6/2015 to common stock to cover taxes withheld on grant of Restricted Stock Units.