PROCTER & GAMBLE Co — Director's Dealing 2017

Mar 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2017-02-15

Reporting Person: Magesvaran Suranjan (President - Asia Pacific SMO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-15	Restricted Stock Units	$	A	3.52	Acquired		Common Stock (3.52)	Direct
2017-02-28	Stock Option (Right to Buy)	$91.07	A	94289	Acquired	2027-02-26	Common Stock (94289)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5795.092	Direct
Common Stock	10578.5536	Indirect

Footnotes

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

F2: 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.

F3: 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.