PROCTER & GAMBLE Co — Director's Dealing 2017

Jan 23, 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: Sheppard Valarie L (Sr VP, Comptroller & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-23	Common Stock	M	20910	$63.49	Acquired	37835.435	Direct
2017-01-23	Common Stock	S	20910	$87.00	Disposed	16925.435	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
2017-01-23	Stock Option (Right to Buy)	$63.49	M	20910	Disposed	2017-02-28	Common Stock (20910)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5006.9685	Indirect

Footnotes

F1: Weighted average price of the shares sold. The price range was $86.995 to $87.02. Full information regarding the number of shares sold at each separate price available upon request.

F2: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in common stock.

F3: Reflects adjustment to PST through December 31, 2016.

F4: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F5: Series A Preferred Stock allocated to Officer's Retirement Plan Account pursuant to Retirement Plan provisions for the period ending 9/30/2016.

F6: Shares held by Retirement Plan Trustees. If employee 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.