SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Stevenson Shannan

(Last)

(First)

(Middle)

ONE PROCTER & GAMBLE PLAZA

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2014

3. Issuer Name and Ticker or Trading Symbol
PROCTER & GAMBLE Co [ PG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President - Greater China

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24,832	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	09/15/2003	09/15/2015	Common Stock	13,160	$31.0118	D
Stock Option (Right to Buy)	09/24/2004	09/24/2016	Common Stock	12,224	$34.5688	D
Stock Option (Right to Buy)	02/28/2008	02/28/2015	Common Stock	16,835	$53.595	D
Stock Option (Right to Buy)	02/28/2009	02/28/2016	Common Stock	17,140	$60.5	D
Stock Option (Right to Buy)	02/28/2010	02/28/2017	Common Stock	20,401	$63.49	D
Stock Option (Right to Buy)	02/28/2011	02/28/2018	Common Stock	25,447	$66.18	D
Stock Option (Right to Buy)	02/27/2012	02/27/2019	Common Stock	41,841	$48.17	D
Stock Option (Right to Buy)	02/26/2013	02/26/2020	Common Stock	35,234	$63.28	D
Stock Option (Right to Buy)	02/28/2014	02/28/2021	Common Stock	39,652	$63.05	D
Stock Option (Right to Buy)	02/28/2015	02/28/2022	Common Stock	25,919	$67.52	D
Stock Option (Right to Buy)	02/28/2016	02/28/2023	Common Stock	29,536	$76.18	D
Stock Option (Right to Buy)	02/28/2017	02/28/2024	Common Stock	60,387	$78.66	D
Restricted Stock Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	337.567	⁽¹⁾	D
Restricted Stock Units⁽³⁾	⁽²⁾	⁽²⁾	Common Stock	957.57	⁽³⁾	D
Restricted Stock Units⁽³⁾	⁽²⁾	⁽²⁾	Common Stock	905.219	⁽³⁾	D
Restricted Stock Units⁽⁴⁾	⁽²⁾	⁽²⁾	Common Stock	669.753	⁽⁴⁾	D
Restricted Stock Units⁽⁴⁾	⁽²⁾	⁽²⁾	Common Stock	562.169	⁽⁴⁾	D
Restricted Stock Units⁽⁵⁾	⁽²⁾	⁽²⁾	Common Stock	687.391	⁽⁵⁾	D
Restricted Stock Units⁽⁵⁾	⁽²⁾	⁽²⁾	Common Stock	563.619	⁽⁵⁾	D

Explanation of Responses:

1. Retirement award granted on 8/5/2010 in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2010.

2. These units will deliver in shares or cash settlement on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.

3. Retirement award granted on 8/4/2011 in the form of Restricted Stock Units which represent a contigent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2011.

4. Retirement award granted on 8/2/2012 in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2012.

5. Retirement award granted on 8/1/2013 in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2013.

	/s/ Sandra T. Lane, attorney-in-fact for Shannan Stevenson	07/10/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.