SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HENRETTA DEBORAH A

(Last)

(First)

(Middle)

ONE PROCTER & GAMBLE PLAZA

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group President Global Beauty

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2014		M		21,882	A	$51.415	165,571.229⁽¹⁾	D
Common Stock	02/21/2014		M		8,124	A	$44.2656	173,695.229	D
Common Stock	02/21/2014		M		43,762	A	$51.415	217,457.229	D
Common Stock	02/21/2014		S		17,011⁽²⁾	D	$78.7508⁽³⁾	200,446.229	D
Common Stock	02/21/2014		S		5,829⁽²⁾	D	$78.7508⁽³⁾	194,617.229	D
Common Stock	02/21/2014		S		34,357⁽²⁾	D	$78.7508⁽³⁾	160,260.229	D
Common Stock								18,835.3554⁽⁴⁾	I	By Retirement Plan Trustees

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	02/18/2014		A	V	159.16		⁽⁶⁾	⁽⁶⁾	Common Stock	159.16	$0	466.856	D
Stock Option (Right to Buy)	$51.415	02/21/2014		M			21,882	02/27/2007	02/27/2014	Common Stock	21,882	$0	0	D
Stock Option (Right to Buy)	$44.2656	02/21/2014		M			8,124	02/26/2002	02/26/2014	Common Stock	8,124	$0	0	D
Stock Option (Right to Buy)	$51.415	02/21/2014		M			43,762	02/27/2007	02/27/2014	Common Stock	43,762	$0	0	D

Explanation of Responses:

1. Total includes grant of dividend equivalents on February 18, 2014 in the form of RSU's settled in common stock.

2. Shares sold to cover option cost and tax obligations related to stock option exercise.

3. Weighted average price of the shares sold. The price range was $78.74 to $78.80. Full information regarding the number of shares sold at each separate price available upon request.

4. Balance as of 12/31/13

5. Dividend equivalents in the form of Retirement RSU's previously awarded pursuant to Issuer's retirement program. All such RSU's represent a contingent right to receive Procter & Gamble common stock or cash settlement.

6. These units 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.

	/s/ Sandra T. Lane, attorney-in-fact for Deborah A. Henretta	02/25/2014
	** 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 4 (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).
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