PROCTER & GAMBLE Co — Director's Dealing 2018

Feb 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2017-09-30

Reporting Person: Fish Kathleen B (Chf Rsch, Dev & Innv Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-31	Common Stock	S	10192.4978	$86.9742	Disposed	29009.8723	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-30	Series A Preferred Stock	$	A	168.7306	Acquired		Common Stock (168.7306)	Indirect
2017-11-15	Restricted Stock Units	$	A	24.558	Acquired		Common Stock (24.558)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35758.123	Direct

Footnotes

F1: Reflects adjustment to PST through December 31, 2017.

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

F3: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F4: 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.

F5: 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.

F6: 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.