PROCTER & GAMBLE Co — Director's Dealing 2016

Jul 1, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-06-30

Reporting Person: LAFLEY ALAN G (Director, Exec Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-14	Common Stock	G	3653	—	Disposed	298724.251	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Restricted Stock Units	$	A	39.446	Acquired		Common Stock (39.446)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10984.7665	Indirect
Common Stock	542518.5836	Direct
Common Stock	4235.3198	Indirect
Common Stock	11052.9237	Indirect

Footnotes

F1: Total reflects transfer of shares from direct holdings to trust account, as well as dividend reinvestment.

F2: A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.

F3: Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.

F4: Total reflects transfer of shares from direct holdings to trust account.

F5: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in common stock.

F6: 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.

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.