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: 2016-08-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-04	Common Stock	M	55310	$63.28	Acquired	98787.012	Direct
2016-08-04	Common Stock	S	55310	$86.0905	Disposed	43477.012	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Restricted Stock Units	$	A	46.992	Acquired		Common Stock (46.992)	Direct
2016-08-04	Restricted Stock Units	$	A	565	Acquired		Common Stock (565)	Direct
2016-08-04	Restricted Stock Units	$	A	539	Acquired		Common Stock (539)	Direct
2016-08-04	Stock Option (Right to Buy)	$63.28	M	55310	Disposed	2020-02-26	Common Stock (55310)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1244.9117	Indirect

Footnotes

F1: Weighted average price of the shares sold. The price range was $85.99 to $86.21. Full information regarding the number of shares sold at each separate price available upon request.

F2: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in common stock.

F3: Reflects adjustment to PST through June 30, 2016.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: Employee stock option granted pursuant to Issuer's 2014 Stock and Incentive Compensation Plan.