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PROCTER & GAMBLE Co Director's Dealing 2015

May 18, 2015

29757_dirs_2015-05-18_328c4c82-0376-4fba-bdf4-f7f3cb59049a.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: HENRETTA DEBORAH A (Group Pres Global e-Business)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-15 Restricted Stock Units $ A 189.696 Acquired Common Stock (189.696) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 182925.2612 Direct
Common Stock 20397.3875 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: 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.

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.