PROCTER & GAMBLE Co — Director's Dealing 2019

Aug 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2019-07-31

Reporting Person: Grabowski Mary Theresa (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-31	Common Stock	M	5200	$76.18	Acquired	7048.47	Direct
2019-07-31	Common Stock	S	5200	$119.1025	Disposed	1848.47	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-31	Stock Option (Right to Buy)	$76.18	M	5200	Disposed	2023-02-28	Common Stock (5200)	Direct
2019-08-01	Restricted Stock Units	$	A	519	Acquired		Common Stock (519)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6252.6532	Indirect
Common Stock	276	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 $119.00 to $119.30. Full information regarding the number of shares sold at each separate price available upon request.

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

F4: 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.

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.