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: Pritchard Marc S. (Chief Brand Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-23	Common Stock	M	47252	$63.49	Acquired	151642.5373	Direct
2017-01-23	Common Stock	S	47252	$87.14	Disposed	104390.5373	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	157.562	Acquired		Common Stock (157.562)	Direct
2017-01-23	Stock Option (Right to Buy)	$63.49	M	47252	Disposed	2017-02-28	Common Stock (47252)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	32289.5734	Indirect
Common Stock	602	Indirect

Footnotes

F1: Weighted average price of the shares sold. The price range was $87.08 to $87.22. 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 (RSU's) 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 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.

F7: 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.

F8: 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.