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: Nemeth Julio N (President-Global Business Svcs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	S	894	$81.143	Disposed	15119.7608	Direct
2016-02-29	Common Stock	A	3737	—	Acquired	18856.7608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Restricted Stock Units	$	A	4.568	Acquired		Common Stock (4.568)	Direct
2016-02-29	Stock Option (Right to Buy)	$80.29	A	56047	Acquired	2026-02-27	Common Stock (56047)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2985.4019	Indirect

Footnotes

F1: Shares sold to cover taxes on previous Restricted Stock Unit grant.

F2: Total includes grant of dividend equivalents on February 16, 2016 in the form of Restricted Stock Units (RSUs) settled in Common Stock.

F3: Restricted Stock Units awarded pursuant to Issuer's 2014 Stock and Incentive Compensation Plan.

F4: Reflects adjustment to PST through December 31, 2015.

F5: 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.

F6: 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.

F7: Employee stock option granted pursuant to Issuer's 2014 Stock and Incentive Compensation Plan.