PROCTER & GAMBLE Co — Director's Dealing 2016

May 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-04-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-29	Common Stock	G	100	—	Disposed	568153.3056	Direct
2016-04-29	Common Stock	M	85925	$63.49	Acquired	654078.3056	Direct
2016-04-29	Common Stock	S	85925	$80.0191	Disposed	568153.3056	Direct
2016-05-02	Common Stock	M	85925	$63.49	Acquired	654078.3056	Direct
2016-05-02	Common Stock	S	85925	$81.00	Disposed	568153.3056	Direct
2016-05-02	Common Stock	G	2496	—	Disposed	565657.3056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-29	Stock Option (Right to Buy)	$63.49	M	85925	Disposed	2017-02-28	Common Stock (85925)	Direct
2016-05-02	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	4192.8794	Indirect
Common Stock	10922.7351	Indirect

Footnotes

F1: Total reflects transfer of 29,000 shares of P&G common stock from Reporting Person's direct holdings to AGL Revocable Trust.

F2: Weighted average price of the shares sold. The price range was $80.00 to $80.075. Full information regarding the number of shares sold at each separate price available upon request.

F3: A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.

F4: Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.