PROCTER & GAMBLE Co — Director's Dealing 2016

Jul 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-07-13

Reporting Person: FergusonMchugh MaryLynn (Group President Global Family)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-13	Common Stock	F	890	$84.31	Disposed	71928.2362	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Restricted Stock Units	$	A	87.255	Acquired		Common Stock (87.255)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18661.5481	Indirect
Common Stock	134.9927	Indirect
Common Stock	19.6059	Indirect
Common Stock	2355.9525	Indirect

Footnotes

F1: Shares withheld to cover taxes on previous Restricted Stock Unit grants.

F2: Total includes grant of dividend equivalents on May 16, 2016 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 on retirement from the Company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.