PROCTER & GAMBLE Co — Director's Dealing 2016

Aug 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-08-16

Reporting Person: Bishop Steven D (Group President Global Health)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-16	Common Stock	A	6454	—	Acquired	51839.473	Direct
2016-08-16	Common Stock	M	65	$86.16	Acquired	51904.473	Direct
2016-08-16	Common Stock	F	65	$86.16	Disposed	51839.473	Direct
2016-08-16	Common Stock	M	33243	$66.18	Acquired	85082.473	Direct
2016-08-16	Common Stock	S	33243	$86.6369	Disposed	51839.473	Direct
2016-08-17	Common Stock	S	2399	$86.2992	Disposed	49440.473	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-15	Restricted Stock Units	$	A	76.328	Acquired		Common Stock (76.328)	Direct
2016-08-16	Restricted Stock Units	$	M	65	Disposed		Common Stock (65)	Direct
2016-08-16	Stock Option (Right to Buy)	$66.18	M	33243	Disposed	2018-02-28	Common Stock (33243)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18211.7161	Indirect
Common Stock	1032	Indirect

Footnotes

F1: Stock award pursuant to issuer's 2014 Stock and Incentive Compensation Plan.

F2: Shares withheld to cover taxes on previous Restricted Stock Unit grant.

F3: Shares sold to cover taxes on Restricted Stock Unit grant.

F4: Weighted average price of the shares sold. The Price range was $86.08 to $86.43. Full information regarding the number of shares sold at each price available upon request.

F5: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in common stock.

F6: Johnathan Mark Bishop Trust, U/A December 23, 2013, Connie Bishop, Trustee.

F7: Dividend equivalents in the form of Retirement Restricted Stock Units (RSUs) previously awarded pursuant to Issuer's retirement program. All such RSUs represent a contingent right to receive Procter & Gamble common stock or cash settlement.

F8: 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.

F9: 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.

F10: Retirement award in the form of Restricted Stock Units which represent a contingent right to receive P&G common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2016.

F11: 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.