PROCTER & GAMBLE Co — Director's Dealing 2017

May 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2017-05-22

Reporting Person: Skoufalos Ioannis (Global Product Supply Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-22	Common Stock	S	3879	$86.1729	Disposed	19434.6201	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-15	Restricted Stock Units	$	A	43.441	Acquired		Common Stock (43.441)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6738.7253	Indirect

Footnotes

F1: Weighted average price of the shares sold. The price range was $86.1718 to $86.1734. Full information regarding the number of shares sold at each separate price available upon request.

F2: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) and shares acquired through the issuer's dividend reinvestment plan.

F3: Reflects adjustment to PST through March 31, 2017.

F4: 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.

F5: 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.