PROCTER & GAMBLE Co — Director's Dealing 2019

Feb 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE Co (PG)
CIK: 0000080424
Period of Report: 2019-02-22

Reporting Person: FergusonMchugh MaryLynn (Group President Global Family)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-22	Common Stock	M	67407	$63.05	Acquired	138345.5582	Direct
2019-02-22	Common Stock	S	67407	$100.1676	Disposed	70938.5582	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-15	Restricted Stock Units	$	A	117.911	Acquired		Common Stock (117.911)	Direct
2019-02-15	Restricted Stock Units	$	A	112.304	Acquired		Common Stock (112.304)	Direct
2019-02-22	Stock Option (Right to Buy)	$63.05	M	67407	Disposed	2021-02-28	Common Stock (67407)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22397.8276	Indirect
Common Stock	134.9927	Indirect
Common Stock	20.5994	Indirect
Common Stock	28355.9525	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 $100.04 to $100.26. Full information regarding the number of shares sold at each separate price available upon request.

F3: Reflects adjustment to PST through December 31, 2018.

F4: 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.

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.