PROCTER & GAMBLE Co — Director's Dealing 2017

Jan 25, 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: Bishop Steven D (Group President Global Health)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-06	Common Stock	G	337	—	Disposed	49131.162	Direct
2016-12-06	Common Stock	G	337	—	Acquired	1369	Indirect
2016-12-06	Common Stock	G	36	—	Disposed	49095.162	Direct
2016-12-07	Common Stock	G	1133	—	Disposed	47962.162	Direct
2016-12-08	Common Stock	G	2089	—	Disposed	45873.162	Direct
2017-01-23	Common Stock	M	47748	$48.17	Acquired	93621.162	Direct
2017-01-23	Common Stock	S	47748	$86.9811	Disposed	45873.162	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	90.356	Acquired		Common Stock (90.356)	Direct
2017-01-23	Stock Option (Right to Buy)	$48.17	M	47748	Disposed	2019-02-27	Common Stock (47748)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19087.9272	Indirect

Footnotes

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

F2: Total reflects transfer of shares from direct holdings to trust account.

F3: Total reflects transfer of shares from direct holdings to JMB trust account.

F4: Johnathan Mark Bishop Trust, U/A December 23, 2013, Connie Bishop, Trustee.

F5: Weighted average price of the shares sold. The Price range was $86.91 to $87.07. Full information regarding the number of shares sold at each price available upon request.

F6: Reflects adjustment to PST through December 31, 2016.

F7: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F8: Series A Preferred Stock allocated to Officer's Retirement Plan Account pursuant to Retirement Plan provisions for the period ending 9/30/2016.

F9: 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.

F10: 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 or cash settlement.

F11: These units will deliver in shares or cash settlement on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.