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: Bishop Steven D (Group President Global Health)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-03	Common Stock	G	2301	—	Disposed	44921.255	Direct
2017-11-03	Common Stock	G	322	—	Disposed	44599.255	Direct
2017-11-03	Common Stock	G	322	—	Acquired	1691	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-15	Restricted Stock Units	$	A	86.202	Acquired		Common Stock (86.202)	Direct
2017-09-30	Series A Preferred Stock	$	A	168.7306	Acquired		Common Stock (168.7306)	Indirect
2017-11-15	Restricted Stock Units	$	A	99.637	Acquired		Common Stock (99.637)	Direct
2018-02-15	Restricted Stock Units	$	A	109.042	Acquired		Common Stock (109.042)	Direct
2018-02-28	Stock Option (Right to Buy)	$78.52	A	125746	Acquired	2028-02-28	Common Stock (125746)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17666.8791	Indirect

Footnotes

F1: 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.

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: 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.