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: Pritchard Marc S. (Chief Brand Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Restricted Stock Units	$	A	120.418	Acquired		Common Stock (120.418)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107091.3113	Direct
Common Stock	28652.549	Indirect
Common Stock	602	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect

Footnotes

F1: Total includes dividend equivalents on February 17, 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 will 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.