PROCTER & GAMBLE Co — Director's Dealing 2016

May 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-05	Common Stock	M	85925	$63.49	Acquired	651582.3056	Direct
2016-05-05	Common Stock	S	85925	$82.00	Disposed	565657.3056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-05	Stock Option (Right to Buy)	$63.49	M	85925	Disposed	2017-02-28	Common Stock (85925)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	276359	Indirect
Common Stock	10984.7665	Indirect
Common Stock	4235.3198	Indirect
Common Stock	11052.9237	Indirect

Footnotes

F1: A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.

F2: Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.

F3: Reflects adjustment to PST through March 31, 2016.