PROCTER & GAMBLE Co — Director's Dealing 2017

Aug 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2017-05-15

Reporting Person: Biegger Mark F (Chief Human Resources Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-15	Restricted Stock Units	$	A	28.53	Acquired		Common Stock (28.53)	Direct
2017-08-03	Restricted Stock Units	$	A	1008	Acquired		Common Stock (1008)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17634.694	Direct
Common Stock	17770.2851	Indirect
Common Stock	7	Indirect

Footnotes

F1: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

F2: Reflects adjustments to PST through June 30, 2017.

F3: Dividend equivalents in the form of 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.

F4: 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.

F5: Retirement award in the form of Restricted Stock Units which represent a contingent right to receive P&G common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2017.