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: Moeller Jon R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-03	Common Stock	M	58720	$63.49	Acquired	164269.249	Direct
2016-08-03	Common Stock	M	56709	$66.18	Acquired	220978.249	Direct
2016-08-03	Common Stock	M	97572	$48.17	Acquired	318550.249	Direct
2016-08-03	Common Stock	M	18169	$63.49	Acquired	27339.944	Indirect
2016-08-03	Common Stock	M	17980	$66.18	Acquired	45319.944	Indirect
2016-08-03	Common Stock	M	23441	$48.17	Acquired	68760.944	Indirect
2016-08-03	Common Stock	S	58720	$85.94	Disposed	259830.249	Direct
2016-08-03	Common Stock	S	56709	$85.94	Disposed	203121.249	Direct
2016-08-03	Common Stock	S	97572	$85.94	Disposed	105549.249	Direct
2016-08-03	Common Stock	S	18169	$85.94	Disposed	50591.944	Indirect
2016-08-03	Common Stock	S	17980	$85.94	Disposed	32611.944	Indirect
2016-08-03	Common Stock	S	23441	$85.94	Disposed	9170.944	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Restricted Stock Units	$	A	96.064	Acquired		Common Stock (96.064)	Direct
2016-08-03	Stock Option (Right to Buy)	$63.49	M	58720	Disposed	2017-02-28	Common Stock (58720)	Direct
2016-08-03	Stock Option (Right to Buy)	$66.18	M	56709	Disposed	2018-02-28	Common Stock (56709)	Direct
2016-08-03	Stock Option (Right to Buy)	$48.17	M	97572	Disposed	2019-02-27	Common Stock (97572)	Direct
2016-08-03	Stock Option (Right to Buy)	$63.49	M	18169	Disposed	2017-02-28	Common Stock (18169)	Indirect
2016-08-03	Stock Option (Right to Buy)	$66.18	M	17980	Disposed	2018-02-28	Common Stock (17980)	Indirect
2016-08-03	Stock Option (Right to Buy)	$48.17	M	23441	Disposed	2019-02-27	Common Stock (23441)	Indirect
2016-08-04	Restricted Stock Units	$	A	1664	Acquired		Common Stock (1664)	Direct
2016-08-04	Restricted Stock Units	$	A	178	Acquired		Common Stock (178)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14203.8064	Indirect
Common Stock	15104.8117	Indirect

Footnotes

F1: Weighted average price of the shares sold. The price range was $85.71 to $86.29. 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 (RSU's) 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: 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.

F9: 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.