PROCTER & GAMBLE Co — Director's Dealing 2017

Feb 3, 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: TASTAD CAROLYN M (Group President - NA SMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-14	Common Stock	G	708	—	Disposed	61298.137	Direct
2017-02-02	Common Stock	M	3504	$67.81	Acquired	64802.137	Direct
2017-02-02	Common Stock	S	3504	$88.00	Disposed	61298.137	Direct
2017-02-02	Common Stock	M	21836	$66.18	Acquired	83134.137	Direct
2017-02-02	Common Stock	S	21836	$88.00	Disposed	61298.137	Direct
2017-02-02	Common Stock	S	4879	$88.00	Disposed	56419.137	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	16.73	Acquired		Common Stock (16.73)	Direct
2017-02-02	Stock Option (Right to Buy)	$67.81	M	3504	Disposed	2017-09-14	Common Stock (3504)	Direct
2017-02-02	Stock Option (Right to Buy)	$66.18	M	21836	Disposed	2018-02-28	Common Stock (21836)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2763.8882	Indirect
Common Stock	1993.2817	Indirect
Common Stock	540.4136	Indirect

Footnotes

F1: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) 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 Retirement 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.