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PROCTER & GAMBLE Co Director's Dealing 2015

May 18, 2015

29757_dirs_2015-05-18_8e882c52-8799-4270-bbd3-3fe6b6033d55.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: 2015-05-15

Reporting Person: ClementHolmes Linda W (Chief Information Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-15 Restricted Stock Units $ A 4.938 Acquired Common Stock (4.938) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2796.9209 Direct
Common Stock 20688.4292 Indirect

Footnotes

F1: Total includes grant of dividend equivalents on May 15, 2015 in the form of Restricted Stock Units (RSU's) settled in common stock.

F2: Reflects adjustment to PST for period 1/1/2015-3/31/2015.

F3: 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.

F4: These units will deliver in shares on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.