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: Pritchard Marc S. (Chief Brand Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-28	Common Stock	S	4447	$91.1909	Disposed	100022.5813	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-15	Restricted Stock Units	$	A	146.306	Acquired		Common Stock (146.306)	Direct
2017-02-28	Stock Option (Right to Buy)	$91.07	A	110019	Acquired	2027-02-26	Common Stock (110019)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	32289.5734	Indirect
Common Stock	602	Indirect

Footnotes

F1: Shares sold to cover tax obligations upon settlement of Restricted Stock Unit award.

F2: Weighted average price of the shares sold. The price range was $91.187 to $91.197. Full information regarding the number of shares sold at each separate price available upon request.

F3: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

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.