PROCTER & GAMBLE Co — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-02-29

Reporting Person: Pritchard Marc S. (Chief Brand Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Restricted Stock Units	$	A	145.712	Acquired		Common Stock (145.712)	Direct
2016-02-29	Stock Option (Right to Buy)	$80.29	A	95903	Acquired	2026-02-27	Common Stock (95903)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	104168.8223	Direct
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	30476.2634	Indirect
Common Stock	602	Indirect

Footnotes

F1: Total includes dividend equivalents on February 16, 2016 in the form of Restricted Stock Units (RSU's) settled in common stock.

F2: Reflects adjustment to PST through December 31, 2015.

F3: 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.

F4: These units 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.

F5: Employee stock option granted under Issuer's 2014 Stock and Incentive Compensation Plan.