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PROCTER & GAMBLE Co Director's Dealing 2017

Feb 17, 2017

29757_dirs_2017-02-17_9d9eab37-0ba2-471b-aa92-ca657dd5cbb1.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: Fish Kathleen B (Chief Technology Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-02-17 Common Stock M 2967 $67.81 Acquired 36365.6 Direct
2017-02-17 Common Stock S 2967 $91.00 Disposed 33398.6 Direct

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
2016-11-15 Restricted Stock Units $ A 17.86 Acquired Common Stock (17.86) Direct
2017-02-15 Restricted Stock Units $ A 16.584 Acquired Common Stock (16.584) Direct
2017-02-17 Stock Option (Right to Buy) $67.81 M 2967 Disposed 2017-09-14 Common Stock (2967) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 37256.9377 Indirect

Footnotes

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

F2: Reflects adjustment to PST through December 31, 2016.

F3: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F4: Series A Preferred Stock allocated to Officer's Retirement Plan Account pursuant to Retirement Plan provisions for the period ending 9/30/2016.

F5: 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.

F6: 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.

F7: 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.