PROCTER & GAMBLE Co — Director's Dealing 2016

Aug 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-08-04

Reporting Person: Schomburger Jeffrey K (Global Sales Officer, CBD)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Restricted Stock Units	$	A	83.368	Acquired		Common Stock (83.368)	Direct
2016-08-04	Restricted Stock Units	$	A	1045	Acquired		Common Stock (1045)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39288.622	Direct
Common Stock	22592.6742	Indirect

Footnotes

F1: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in common stock.

F2: Reflects adjustment to PST through June 30, 2016.

F3: 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.

F4: 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.

F5: Retirement award in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2016.