PROCTER & GAMBLE Co — Director's Dealing 2016

Aug 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-08-15

Reporting Person: Majoras Deborah P (Chief Legal Officer & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-15	Common Stock	S	3068	$87.0791	Disposed	40409.012	Direct
2016-08-16	Common Stock	F	46	$86.16	Disposed	40371.73	Direct
2016-08-16	Common Stock	F	44	$86.16	Disposed	40327.73	Direct
2016-08-16	Common Stock	M	46	$86.16	Acquired	40373.73	Direct
2016-08-16	Common Stock	M	44	$86.16	Acquired	40417.73	Direct
2016-08-16	Common Stock	A	6042	—	Acquired	46459.73	Direct
2016-08-17	Common Stock	S	3028	$86.2992	Disposed	43431.73	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-15	Restricted Stock Units	$	A	44.167	Acquired		Common Stock (44.167)	Direct
2016-08-16	Restricted Stock Units	$	M	46	Disposed		Common Stock (46)	Direct
2016-08-16	Restricted Stock Units	$	M	44	Disposed		Common Stock (44)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1244.9117	Indirect

Footnotes

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

F2: Weighted average price of the shares sold. The price range was $87.07 to $87.10. Full information regarding the number of shares sold at each separate price available upon request.

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

F4: Stock award pursuant to issuer's 2014 Stock and Incentive Compensation Plan.

F5: Shares sold to cover taxes on Restricted Stock Unit grant.

F6: 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 separate price available upon request.

F7: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in common stock.

F8: 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.

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.