PROCTER & GAMBLE Co — Director's Dealing 2019

Aug 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2019-08-20

Reporting Person: Majoras Deborah P (Chief Legal Officer & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-20	Common Stock	A	20999	—	Acquired	66333.24	Direct
2019-08-20	Common Stock	S	9852	$119.8021	Disposed	56481.24	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-08-15	Restricted Stock Units	$	A	62.699	Acquired		Common Stock (62.699)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2140.8023	Indirect

Footnotes

F1: Stock award pursuant to Issuer's 2014 Stock and Incentive Compensation Plan.

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

F3: Shares sold to cover taxes on Stock Award.

F4: Weighted average price of the shares sold. The price range was $119.54 to $120.21. Full information regarding the number of shares sold at each separate price available upon request.

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.