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: Skoufalos Ioannis (Global Product Supply Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-16	Common Stock	M	89	$86.16	Acquired	20080.0711	Direct
2016-08-16	Common Stock	F	89	$86.16	Disposed	19991.0711	Direct
2016-08-16	Common Stock	A	5355	—	Acquired	25346.0711	Direct
2016-08-18	Common Stock	F	435	$86.93	Disposed	24911.0711	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-15	Restricted Stock Units	$	A	33.23	Acquired		Common Stock (33.23)	Direct
2016-08-16	Restricted Stock Units	$	M	89	Disposed		Common Stock (89)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6040.8496	Indirect

Footnotes

F1: Shares withheld to cover taxes on previous Restricted Stock Unit grant.

F2: Stock award pursuant to Issuer's 2014 Stock Incentive Compensation Plan.

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

F4: Total includes grant of dividend equivalents on February 16, 2016 in the form of Restricted Stock Units (RSU's) settled in common stock.

F5: 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.

F6: 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.

F7: 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.

F8: 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.