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^*

Moeller Jon R

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016

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	12/21/2016		G	V	5,923	D	$0	102,300.591⁽¹⁾	D
Common Stock	02/28/2017		S		2,913⁽²⁾	D	$91.187	99,408.726⁽¹⁾	D
Common Stock	02/28/2017		S		498⁽²⁾	D	$91.3432	8,722.448⁽¹⁾	I	By Spouse
Common Stock	02/28/2017		A		7,429	A	$0⁽³⁾	106,837.726	D
Common Stock	02/28/2017		A		816	A	$0⁽³⁾	9,538.448	I	By Spouse
Common Stock								14,987.0064⁽⁴⁾	I	By Retirement Plan Trustees
Common Stock								15,910.4184⁽⁴⁾	I	By Spouse, 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)
Series A Preferred Stock	⁽⁵⁾	09/30/2016⁽⁶⁾		A	V	174.8792		⁽⁷⁾	⁽⁷⁾	Common Stock	174.8792	$0⁽⁶⁾	6,525.843	I	By Retirement Plan Trustees
Series A Preferred Stock	⁽⁵⁾	09/30/2016⁽⁶⁾		A	V	174.8792		⁽⁷⁾	⁽⁷⁾	Common Stock	174.8792	$0⁽⁶⁾	7,043.8581	I	By Spouse, By Retirement Plan Trustees
Restricted Stock Units	⁽⁸⁾	11/15/2016		A	V	107.493		⁽⁹⁾	⁽⁹⁾	Common Stock	107.493	$0	1,564.694	D
Restricted Stock Units	⁽⁸⁾	02/15/2017		A	V	99.812		⁽⁹⁾	⁽⁹⁾	Common Stock	99.812	$0	1,664.506	D
Stock Option (Right to Buy)	$91.07	02/28/2017		A		190,034		02/28/2020	02/26/2027	Common Stock	190,034	$0	190,034	D
Stock Option (Right to Buy)	$91.07	02/28/2017		A		20,857		02/28/2020	02/26/2027	Common Stock	20,857	$0	20,857	I	By Spouse

Explanation of Responses:

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

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

3. Restricted Stock Units awarded pursuant to issuer's 2014 Stock and Incentive Compensation Plan.

4. Reflects adjustment to PST through December 31, 2016.

5. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

6. Series A Preferred Stock allocated to Officer's Retirement Plan Account pursuant to Retirement Plan provisions for the period ending 9/30/2016.

7. Shares held by Retirement Plan Trustees. If Officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.

8. 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.

9. 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.

	/s/ Robert B. White, attorney-in-fact for Jon R. Moeller	03/01/2017
	** 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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