PROCTER & GAMBLE Co — Director's Dealing 2016

Aug 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-08-03

Reporting Person: Pritchard Marc S. (Chief Brand Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-03	Common Stock	M	89098	$34.5688	Acquired	193352.6963	Direct
2016-08-03	Common Stock	S	89098	$85.6333	Disposed	104254.6963	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Restricted Stock Units	$	A	148.479	Acquired		Common Stock (148.479)	Direct
2016-08-03	Stock Option (Right to Buy)	$34.5688	M	89098	Disposed	2016-09-24	Common Stock (89098)	Direct
2016-08-04	Restricted Stock Units	$	A	1409	Acquired		Common Stock (1409)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	31160.8179	Indirect
Common Stock	602	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.