PROCTER & GAMBLE Co — Director's Dealing 2019

Mar 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2019-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-28	Common Stock	S	2311	$98.5716	Disposed	44052.608	Direct
2019-02-28	Common Stock	A	7104	—	Acquired	51156.608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-15	Restricted Stock Units	$	A	74.12	Acquired		Common Stock (74.12)	Direct
2019-02-15	Restricted Stock Units	$	A	70.596	Acquired		Common Stock (70.596)	Direct
2019-02-28	Stock Option (Right to Buy)	$98.55	A	49650	Acquired	2029-02-28	Common Stock (49650)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2101.9638	Indirect

Footnotes

F1: Shares sold to cover tax obligations upon settlement of Restricted Stock Unit award.

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

F3: Restricted Stock Units awarded pursuant to Issuer's 2014 Stock and Incentive Compensation Plan.

F4: Reflects adjustment to PST through December 31, 2018.

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.