PROCTER & GAMBLE Co — Director's Dealing 2019

Nov 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2019-10-29

Reporting Person: PELTZ NELSON (Director)
Reporting Person: TRIAN FUND MANAGEMENT, L.P. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-29	Common Stock	S	609973	$123.6763	Disposed	36018394	Indirect
2019-10-29	Common Stock	S	326307	$124.2323	Disposed	35692087	Indirect
2019-10-30	Common Stock	S	271398	$124.0863	Disposed	35420689	Indirect
2019-10-30	Common Stock	S	733482	$124.8396	Disposed	34687207	Indirect
2019-10-31	Common Stock	S	109847	$123.8558	Disposed	34577360	Indirect
2019-10-31	Common Stock	S	97120	$125.0202	Disposed	34480240	Indirect
2019-10-31	Common Stock	J	2094290	$124.51	Disposed	32385950	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3844	Direct

Footnotes

F1: Includes sales of shares in connection with the expiration of a lock-up period for certain limited partners in the parent of a Trian Entity (as defined below).

F2: The price shown in Column 4 is a weighted average sale price. The price range for the sale is $123.25 to $123.995. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Co-Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Fund (Sub)-G, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund G-III, L.P., Trian Partners Strategic Fund-K, L.P., Trian Partners Strategic Fund-C, Ltd., Trian Partners Co-Investment Opportunities Fund, Ltd. and Trian SPV (Sub) XII, L.P (collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them.

F4: (FN 3, contd.) Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Peltz and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer.

F5: The price shown in Column 4 is a weighted average sale price. The price range for the sale is $124.00 to $124.55. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F6: The price shown in Column 4 is a weighted average sale price. The price range for the sale is $123.50 to $124.49. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F7: The price shown in Column 4 is a weighted average sale price. The price range for the sale is $124.4950 to $125.16. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F8: The price shown in Column 4 is a weighted average sale price. The price range for the sale is $123.50 to $124.315. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F9: The price shown in Column 4 is a weighted average sale price. The price range for the sale is $124.55 to $125.41. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F10: Represents a transfer of shares to certain limited partners of the parent of a Trian Entity in connection with the expiration of the lock-up period referred to above.

F11: The reduction in the holdings of the Trian Entities reported in this Form 4 resulted primarily from the transfer of shares, as well as the sales of shares, in connection with the expiration of the lock-up period referred to above.