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PROCTER & GAMBLE Co Director's Dealing 2017

Mar 1, 2017

29757_dirs_2017-03-01_37e6a585-2a6b-4569-b699-1cdfa4254f7f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-09-30

Reporting Person: Majoras Deborah P (Chief Legal Officer & Secy)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-28 Common Stock A 7893 Acquired 45273.461 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-09-30 Series A Preferred Stock $ A 78.5952 Acquired Common Stock (78.5952) Indirect
2016-11-15 Restricted Stock Units $ A 54.725 Acquired Common Stock (54.725) Direct
2017-02-15 Restricted Stock Units $ A 50.818 Acquired Common Stock (50.818) Direct
2017-02-28 Stock Option (Right to Buy) $91.07 A 67299 Acquired 2027-02-26 Common Stock (67299) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1476.8565 Indirect

Footnotes

F1: Restricted Stock Units awarded pursuant to issuer's 2014 Stock and Incentive Compensation Plan.

F2: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

F3: Reflects adjustment to PST through December 31, 2016.

F4: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F5: Series A Preferred Stock allocated to Officer's Retirement Plan Account pursuant to Retirement Plan provisions for the period ending 9/30/2016.

F6: Shares held by Retirement Plan Trustees. If Officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.

F7: 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.

F8: 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.