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PROCTER & GAMBLE Co Director's Dealing 2015

May 18, 2015

29757_dirs_2015-05-18_b7a22b33-3438-4061-995a-f1fa2baa85ac.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: LAFLEY ALAN G (Director, COB, Pres. & CEO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-15 Restricted Stock Units $ A 19.421 Acquired Common Stock (19.421) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 575402.5946 Direct
Common Stock 3798.2357 Indirect
Common Stock 10513.1118 Indirect
Common Stock 247359 Indirect
Common Stock 10984.7665 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: A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.

F4: Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.

F5: 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.

F6: 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.