PROCTER & GAMBLE Co — Director's Dealing 2018

Mar 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2017-08-15

Reporting Person: Moeller Jon R (Vice Chairman and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-28	Common Stock	A	8916	—	Acquired	123598.585	Direct
2018-03-01	Common Stock	S	2794	$78.5908	Disposed	120804.585	Direct
2018-03-01	Common Stock	S	458	$78.5908	Disposed	8567.191	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-15	Restricted Stock Units	$	A	102.549	Acquired		Common Stock (102.549)	Direct
2017-09-30	Series A Preferred Stock	$	A	168.7306	Acquired		Common Stock (168.7306)	Indirect
2017-09-30	Series A Preferred Stock	$	A	168.7306	Acquired		Common Stock (168.7306)	Indirect
2017-11-15	Restricted Stock Units	$	A	118.91	Acquired		Common Stock (118.91)	Direct
2018-02-15	Restricted Stock Units	$	A	130.133	Acquired		Common Stock (130.133)	Direct
2018-02-28	Stock Option (Right to Buy)	$78.52	A	169365	Acquired	2028-02-28	Common Stock (169365)	Direct
2018-02-28	Stock Option (Right to Buy)	$78.52	A	23943	Acquired	2028-02-28	Common Stock (23943)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16090.3869	Indirect
Common Stock	17058.1991	Indirect

Footnotes

F1: Restricted Stock Units awarded 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 and adjustment of dividend equivalents in the form of Performance Stock Units.

F3: Shares sold to cover tax obligations upon settlement of Restricted Stock Unit award.

F4: Weighted average price of the shares sold. The price range was $78.59 to $78.611. Full information regarding the number of shares sold at each separate price available upon request.

F5: Reflects adjustment to PST through December 31, 2017.

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.

F8: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F9: Series A Preferred Stock allocated to Officer's Retirement Plan Account pursuant to Retirement Plan provisions for the period ending 9/30/2017.

F10: 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.