PROCTER & GAMBLE Co — Director's Dealing 2017

Feb 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2016-11-15

Reporting Person: Matthew Price (President - Greater China SMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Stock	M	22933	$66.18	Acquired	37895	Direct
2017-02-17	Common Stock	S	22933	$90.68	Disposed	14962	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Restricted Stock Units	$	A	9.935	Acquired		Common Stock (9.935)	Direct
2017-02-17	Stock Option (Right to Buy)	$66.18	M	22933	Disposed	2018-02-28	Common Stock (22933)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4705	Indirect

Footnotes

F1: Reflects adjustment to UK Retirement Plan through January 18, 2017.

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.