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: Moeller Jon R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-03	Common Stock	A	194	—	Acquired	8970.416	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-15	Restricted Stock Units	$	A	108.373	Acquired		Common Stock (108.373)	Direct
2017-08-03	Restricted Stock Units	$	A	1552	Acquired		Common Stock (1552)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107951.863	Direct
Common Stock	15317.5513	Indirect
Common Stock	16263.1107	Indirect

Footnotes

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

F2: Restricted Stock Units awarded pursuant to issuer's 2014 Stock and Incentive Compensation Plan.

F3: Reflects 795 shares moved from spouse's individual account to a joint account with officer.

F4: Reflects adjustments to PST through June 30, 2017.

F5: 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.

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.

F7: 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.