PROCTER & GAMBLE Co — Director's Dealing 2017

Feb 16, 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: Coombe Gary A (President-Europe SMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-16	Common Stock	M	14206	$66.18	Acquired	19117	Direct
2017-02-16	Common Stock	S	14206	$90.8532	Disposed	4911	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Restricted Stock Units	$	A	10.826	Acquired		Common Stock (10.826)	Direct
2017-02-16	Stock Option (Right to Buy)	$66.18	M	14206	Disposed	2018-02-28	Common Stock (14206)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1181.061	Indirect

Footnotes

F1: Weighted average price of the shares sold. The price range was $90.78 to $90.94. Full information regarding the number of shares sold at each separate price available upon request.

F2: Reflects adjustment to ISOP through January 18, 2017.

F3: 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.

F4: 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.