PROCTER & GAMBLE Co — Director's Dealing 2018

Jan 25, 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: Pritchard Marc S. (Chief Brand Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-24	Common Stock	M	46842	$66.18	Acquired	150087.7153	Direct
2018-01-24	Common Stock	S	46842	$89.009	Disposed	103245.7153	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-15	Restricted Stock Units	$	A	150.315	Acquired		Common Stock (150.315)	Direct
2017-09-30	Series A Preferred Stock	$	A	168.7306	Acquired		Common Stock (168.7306)	Indirect
2017-11-15	Restricted Stock Units	$	A	167.107	Acquired		Common Stock (167.107)	Direct
2018-01-24	Stock Option (Right to Buy)	$66.18	M	46842	Disposed	2018-02-28	Common Stock (46842)	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: Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

F2: Weighted average price of the shares sold. The price range was $89.00 to $89.07. Full information regarding the number of shares sold at each separate price available upon request.

F3: Reflects adjustment to PST through December 31, 2017.

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.

F6: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F7: 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.