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: 2018-02-15

Reporting Person: Pritchard Marc S. (Chief Brand Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	Common Stock	S	8502	$78.5908	Disposed	94734.0773	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Restricted Stock Units	$	A	182.884	Acquired		Common Stock (182.884)	Direct
2018-02-28	Stock Option (Right to Buy)	$78.52	A	102442	Acquired	2028-02-28	Common Stock (102442)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	107.032	Indirect
Common Stock	34077.6953	Indirect
Common Stock	602	Indirect

Footnotes

F1: Shares sold to cover tax obligations upon settlement of Restricted Stock Unit award.

F2: 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.

F3: 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.

F4: 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.

F5: 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.