X0306 4 2020-08-27 0 0000080424 PROCTER & GAMBLE Co PG 0000928265 PELTZ NELSON 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 1 0 0 0 0001345471 TRIAN FUND MANAGEMENT, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 1 0 0 0 Common Stock 2020-08-27 4 S 0 468094 138.5622 D 10353840 I Please see explanation below Common Stock 2020-08-27 4 S 0 228906 139.3557 D 10124934 I Please see explanation below Common Stock 3941 D The sale reported in this Form 4 was done for portfolio management purposes. The price shown in Column 4 is a weighted average sale price. The price range for the sale is $138.195 to $138.995. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Co-Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Fund (Sub)-G, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund G-III, L.P., Trian Partners Strategic Fund-K, L.P., Trian Partners Strategic Fund-C, Ltd.,and Trian Partners Co-Investment Opportunities Fund, Ltd. (collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. (FN 3, contd.) Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Accordingly, Mr. Peltz and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer. The price shown in Column 4 is a weighted average sale price. The price range for the sale is $139.00 to $139.70. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in common stock. Daniel R. Marx, Attorney-In-Fact for Nelson Peltz 2020-08-28 Daniel R. Marx, Attorney-In-Fact for Nelson Peltz, member of the general partner of Trian Fund Management, L.P. 2020-08-28