PROCTER & GAMBLE Co — Director's Dealing 2015

Feb 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2015-02-17

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Restricted Stock Units	$	A	17.713	Acquired		Common Stock (17.713)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	508844.7406	Direct
Common Stock	3762.6221	Indirect
Common Stock	10395.7719	Indirect
Common Stock	247359	Indirect
Common Stock	10984.7665	Indirect

Footnotes

F1: Total includes grant of dividend equivalents on February 17, 2015 in the form of Restricted Stock Units (RSU's) settled in common stock and adjustment for inadvertent over-reporting of prior RSU dividend equivalents.

F2: A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.

F3: Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.

F4: 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.

F5: 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.