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: 2016-09-30

Reporting Person: Moeller Jon R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-21	Common Stock	G	5923	—	Disposed	102300.591	Direct
2017-02-28	Common Stock	S	2913	$91.187	Disposed	99408.726	Direct
2017-02-28	Common Stock	S	498	$91.3432	Disposed	8722.448	Indirect
2017-02-28	Common Stock	A	7429	—	Acquired	106837.726	Direct
2017-02-28	Common Stock	A	816	—	Acquired	9538.448	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-30	Series A Preferred Stock	$	A	174.8792	Acquired		Common Stock (174.8792)	Indirect
2016-09-30	Series A Preferred Stock	$	A	174.8792	Acquired		Common Stock (174.8792)	Indirect
2016-11-15	Restricted Stock Units	$	A	107.493	Acquired		Common Stock (107.493)	Direct
2017-02-15	Restricted Stock Units	$	A	99.812	Acquired		Common Stock (99.812)	Direct
2017-02-28	Stock Option (Right to Buy)	$91.07	A	190034	Acquired	2027-02-26	Common Stock (190034)	Direct
2017-02-28	Stock Option (Right to Buy)	$91.07	A	20857	Acquired	2027-02-26	Common Stock (20857)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14987.0064	Indirect
Common Stock	15910.4184	Indirect

Footnotes

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

F2: Shares sold to cover tax obligations upon settlement of Restricted Stock Unit award.

F3: Restricted Stock Units awarded pursuant to issuer's 2014 Stock and Incentive Compensation Plan.

F4: Reflects adjustment to PST through December 31, 2016.

F5: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F6: Series A Preferred Stock allocated to Officer's Retirement Plan Account pursuant to Retirement Plan provisions for the period ending 9/30/2016.

F7: 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.

F8: 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.

F9: 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.