PROCTER & GAMBLE Co — Director's Dealing 2016

May 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-05-18

Reporting Person: Louvet Patrice (Group President, Global Beauty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-18	Common Stock	S	8385	$79.6019	Disposed	52838.006	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Restricted Stock Units	$	A	47.627	Acquired		Common Stock (47.627)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4695.7465	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 or cash settlement on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.