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^*

Schomburger Jeffrey K

(Last)

(First)

(Middle)

ONE PROCTER & GAMBLE PLAZA

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2015

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)
	Global Sales Officer, CBD

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	26,932.583	D
Common Stock	20,596.9838	I	By Retirement Plan Trustees

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)	02/28/2009	02/28/2016	Common Stock	29,753	$60.5	D
Restricted Stock Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	806.512	⁽¹⁾	D
Stock Option (Right to Buy)	02/28/2010	02/28/2017	Common Stock	36,227	$63.49	D
Restricted Stock Units⁽³⁾	⁽²⁾	⁽²⁾	Common Stock	792.949	⁽³⁾	D
Stock Option (Right to Buy)	02/28/2011	02/28/2018	Common Stock	37,776	$66.18	D
Restricted Stock Units⁽⁴⁾	⁽²⁾	⁽²⁾	Common Stock	871.513	⁽⁴⁾	D
Stock Option (Right to Buy)	02/27/2012	02/27/2019	Common Stock	47,748	$48.17	D
Restricted Stock Units⁽⁵⁾	⁽²⁾	⁽²⁾	Common Stock	1,192.921	⁽⁵⁾	D
Stock Option (Right to Buy)	02/26/2013	02/26/2020	Common Stock	41,088	$63.28	D
Restricted Stock Units⁽⁶⁾	⁽²⁾	⁽²⁾	Common Stock	1,052.815	⁽⁶⁾	D
Stock Option (Right to Buy)	02/28/2014	02/28/2021	Common Stock	47,582	$63.05	D
Restricted Stock Units⁽⁷⁾	⁽²⁾	⁽²⁾	Common Stock	1,081.111	⁽⁷⁾	D
Stock Option (Right to Buy)	02/28/2015	02/28/2022	Common Stock	51,837	$67.52	D
Restricted Stock Units⁽⁸⁾	⁽²⁾	⁽²⁾	Common Stock	1,157.489	⁽⁸⁾	D
Stock Option (Right to Buy)	02/28/2016	02/28/2023	Common Stock	59,071	$76.18	D
Restricted Stock Units⁽⁹⁾	⁽²⁾	⁽²⁾	Common Stock	930.823	⁽⁹⁾	D
Restricted Stock Units⁽¹⁰⁾	⁽²⁾	⁽²⁾	Common Stock	905.592	⁽¹⁰⁾	D
Stock Option (Right to Buy)	09/15/2017	09/15/2024	Common Stock	28,081	$83.87	D
Series A Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	9,037.7566	⁽¹¹⁾	I	By Retirement Plan Trustees

Explanation of Responses:

1. Retirement award granted on 8/3/2006 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 6/30/2006.

2. 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.

3. Retirement award granted on 8/2/2007 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 6/30/2007.

4. Retirement award granted on 8/7/2008 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 6/30/2008.

5. Retirement award granted on 8/6/2009 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 6/30/2009.

6. 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.

7. Retirement award granted on 8/4/2011 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 6/30/2011.

8. 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.

9. 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.

10. Retirement award granted on 8/7/2014 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 6/30/2014.

11. Series A Preferred Stock allocated to Officer's Retirement Plan Account pursuant to formula award provision.

	/s/ Sandra T. Lane, attorney-in-fact for Mr. Schomburger	01/09/2015
	** 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.
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