PROCTER & GAMBLE Co — Director's Dealing 2016

Mar 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-26	Common Stock	S	22947	$81.0409	Disposed	552505.3056	Direct
2016-02-29	Common Stock	A	44748	—	Acquired	597253.3056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Restricted Stock Units	$	A	38.711	Acquired		Common Stock (38.711)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	247359	Indirect
Common Stock	10984.7665	Indirect
Common Stock	4192.8794	Indirect
Common Stock	10922.7351	Indirect

Footnotes

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

F2: Weighted average price of the shares sold. The price range was $81.035 to $81.0675. Full information regarding the number of shares sold at each separate price available upon request.

F3: Total includes grant of dividend equivalents on February 16, 2016 in the form of Restricted Stock Units (RSUs) settled in Common Stock.

F4: Restricted Stock Units awarded pursuant to Issuer's 2014 Stock and Incentive Compensation Plan.

F5: A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.

F6: Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.

F7: Reflects adjustment to PST through December 31, 2015.

F8: 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.

F9: 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.