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: TASTAD CAROLYN M (Group President - NA SMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	S	1206	$80.4729	Disposed	47340.031	Direct
2016-02-29	Common Stock	A	18807	—	Acquired	66147.031	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Restricted Stock Units	$	A	10.201	Acquired		Common Stock (10.201)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2136.4298	Indirect
Common Stock	1993.2817	Indirect
Common Stock	513.6309	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 (RSU's) 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 will deliver in shares on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.