PROCTER & GAMBLE Co — Director's Dealing 2018

Aug 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2018-08-22

Reporting Person: Bishop Steven D (Group President Global Health)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-22	Common Stock	A	12665	—	Acquired	54846.824	Direct
2018-08-22	Common Stock	S	5006	$83.5221	Disposed	49840.824	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-15	Restricted Stock Units	$	A	115.299	Acquired		Common Stock (115.299)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18143.4563	Indirect
Common Stock	2101	Indirect

Footnotes

F1: Stock award pursuant to issuer's 2014 Stock and Incentive Compensation Plan.

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

F3: Shares sold to cover taxes on Stock Award.

F4: Weighted average price of the shares sold. The price range was $83.12 to $83.85. Full information regarding the number of shares sold at each separate price available upon request.

F5: Johnathan Mark Bishop Trust, U/A December 23, 2013, Connie Bishop, Trustee.

F6: 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.

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.