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PROCTER & GAMBLE Co Director's Dealing 2018

Mar 2, 2018

29757_dirs_2018-03-02_a7b450ff-d62c-46bc-bf32-1a5c3be1445f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2017-11-15

Reporting Person: FergusonMchugh MaryLynn (Group President Global Family)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-02-28 Common Stock A 10359 Acquired 65556.1682 Direct
2018-03-01 Common Stock S 2353 $78.5908 Disposed 63203.1682 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-11-15 Restricted Stock Units $ A 104.916 Acquired Common Stock (104.916) Direct
2018-02-15 Restricted Stock Units $ A 114.823 Acquired Common Stock (114.823) Direct
2018-02-28 Stock Option (Right to Buy) $78.52 A 65596 Acquired 2028-02-28 Common Stock (65596) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 20839.3454 Indirect
Common Stock 134.9927 Indirect
Common Stock 20.172 Indirect
Common Stock 28355.9525 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, adjustment of dividend equivalents in the form of Performance Stock Units, and transfer of 26,000 shares to trust account.

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: Reflects transfer of 26,000 shares from common stock to trust account

F7: 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.

F8: 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.