Deborah P Majoras Form 4 PROCTER & GAMBLE / Deborah P Majoras ownership change

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^*

Majoras Deborah P

(Last) (First) (Middle)

ONE PROCTER & GAMBLE PLAZA

(Street)

CINCINNATI OH 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 Legal Officer & Secy

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2016		S		3,068(1)	D	$87.0791(2)	40,409.012	D
Common Stock	08/16/2016		F		46(3)	D	$86.16	40,371.73	D
Common Stock	08/16/2016		F		44(3)	D	$86.16	40,327.73	D
Common Stock	08/16/2016		M		46	A	$86.16	40,373.73	D
Common Stock	08/16/2016		M		44	A	$86.16	40,417.73	D
Common Stock	08/16/2016		A		6,042	A	$0(4)	46,459.73	D
Common Stock	08/17/2016		S		3,028(5)	D	$86.2992(6)	43,431.73(7)	D
Common Stock								1,244.9117	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(8)	08/15/2016		A	V	44.167		(9)	(9)	Common Stock	44.167	$0	605.605	D
Restricted Stock Units	(10)	08/16/2016		M			46	(11)	(11)	Common Stock	46	$0	519	D
Restricted Stock Units	(10)	08/16/2016		M			44	(11)	(11)	Common Stock	44	$0	495	D

Explanation of Responses:

1. Shares sold to cover taxes on previous Restricted Stock Unit grant.

2. Weighted average price of the shares sold. The price range was $87.07 to $87.10. Full information regarding the number of shares sold at each separate price available upon request.

3. Shares withheld to cover taxes on previous Restricted Stock Unit grant.

4. Stock award pursuant to issuer's 2014 Stock and Incentive Compensation Plan.

5. Shares sold to cover taxes on Restricted Stock Unit grant.

6. Weighted average price of the shares sold. The price range was $86.08 to $86.43. Full information regarding the number of shares sold at each separate price available upon request.

7. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in common stock.

8. Dividend equivalents in the form of Retirement 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 or cash settlement.

9. 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.

10. Retirement award in the form of Restricted Stock Units which represent a contingent right to receive P&G common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2016.

11. 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/ Sandra T. Lane, Attorney-In-Fact for DEBORAH P. MAJORAS	08/17/2016
	** 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).
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