PROCTER & GAMBLE Co — Director's Dealing 2019

Oct 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2019-10-23

Reporting Person: Taylor David S (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-23	Common Stock	M	194	$122.91	Acquired	227714.5354	Direct
2019-10-23	Common Stock	F	194	$122.91	Disposed	227520.5354	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
2019-10-23	Restricted Stock Units	$	M	194	Disposed		Common Stock (194)	Direct
2019-10-24	Restricted Stock Units	$	D	3244	Disposed		Common Stock (3244)	Direct
2019-10-24	Restricted Stock Units	$	D	2327	Disposed		Common Stock (2327)	Direct
2019-10-24	Restricted Stock Units	$	D	92.884	Disposed		Common Stock (92.884)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29404.7515	Indirect

Footnotes

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

F2: Reflects adjustment to PST through September 30, 2019.

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: 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.

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.

F7: 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 6/30/2018.

F8: Disposition to the Issuer pursuant to the Company's Deferred Compensation Plan.

F9: 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.