FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Pritchard Marc S.
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 Brand Officer
(Last)          (First)          (Middle)

ONE PROCTER & GAMBLE PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

9/30/2016
(Street)

CINCINNATI, OH 45202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/23/2017     M    47252   A $63.49   151642.5373   D    
Common Stock   1/23/2017     S    47252   D $87.14   (1) 104390.5373   (2) D    
Common Stock                  107.032   I   By Daughter ACP  
Common Stock                  107.032   I   By Daughter CEP  
Common Stock                  107.032   I   By Daughter NJP  
Common Stock                  32289.5734   (3) I   By Retirement Plan Trustees  
Common Stock                  602   I   By Wife  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Series A Preferred Stock     (4) 9/30/2016   (5)   A     V 174.8792         (6)   (6) Common Stock   174.8792   $0   (5) 11452.9269   I   By Retirement Plan Trustees  
Restricted Stock Units     (7) 11/15/2016     A     V 157.562         (8)   (8) Common Stock   157.562   $0   2479.123   D    
Stock Option (Right to Buy)   $63.49   1/23/2017     M         47252    2/28/2010   2/28/2017   Common Stock   47252   $0   0   D    

Explanation of Responses:
( 1)  Weighted average price of the shares sold. The price range was $87.08 to $87.22. Full information regarding the number of shares sold at each separate price available upon request.
( 2)  Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
( 3)  Reflects adjustment to PST through December 31, 2016.
( 4)  Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
( 5)  Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions for the period ending 9/30/2016.
( 6)  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.
( 7)  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.
( 8)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Pritchard Marc S.
ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OH 45202


Chief Brand Officer

Signatures
/s/ Robert B. White, attorney-in-fact to Marc S. Pritchard 1/23/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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