PROCTER & GAMBLE Co — Director's Dealing 2019

Nov 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2019-11-20

Reporting Person: Moeller Jon R (Vice Chairman, COO and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-20	Common Stock	F	15	$121.9525	Disposed	7746.766	Indirect
2019-11-20	Common Stock	F	677	$121.9525	Disposed	132000.9	Direct
2019-11-20	Common Stock	F	770	$121.9525	Disposed	131230.9	Direct
2019-11-20	Common Stock	F	621	$121.9525	Disposed	130609.9	Direct
2019-11-20	Common Stock	F	722	$121.9525	Disposed	129887.9	Direct
2019-11-20	Common Stock	F	598	$121.9525	Disposed	129289.9	Direct
2019-11-20	Common Stock	M	110	$121.9525	Acquired	129399.9	Direct
2019-11-20	Common Stock	F	110	$121.9525	Disposed	129289.9	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-30	Series A Preferred Stock	$	A	145.9444	Acquired		Common Stock (145.9444)	Indirect
2019-09-30	Series A Preferred Stock	$	A	145.9444	Acquired		Common Stock (145.9444)	Indirect
2019-11-15	Restricted Stock Units	$	A	120.52	Acquired		Common Stock (120.52)	Direct
2019-11-20	Restricted Stock Units	$	M	110	Disposed		Common Stock (110)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18276.0378	Indirect
Common Stock	19327.0224	Indirect

Footnotes

F1: Shares withheld to cover taxes on previous Restricted Stock Unit grant.

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

F3: Reflects adjustment to PST through September 30, 2019.

F4: Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

F5: 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.

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: Retirement award in the form of Restricted Stock Units which represent a contingent right to receive P&G common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2019.