Statement of Changes in Beneficial Ownership (4)
November 20 2019 - 3:49PM
Edgar (US Regulatory)
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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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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FergusonMchugh MaryLynn |
2. Issuer Name and Ticker or Trading Symbol
PROCTER & GAMBLE Co
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PG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO - Family Care & P&G Ventur |
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(Last)
(First)
(Middle)
ONE PROCTER & GAMBLE PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2019 |
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(Street)
CINCINNATI, OH 45202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/20/2019 | | F | | 597 (1) | D | $121.9525 | 84495.2122 (2) | D | |
| Common Stock | 11/20/2019 | | M | | 84 | A | $121.9525 | 84579.2122 | D | |
| Common Stock | 11/20/2019 | | F | | 84 (1) | D | $121.9525 | 84495.2122 | D | |
| Common Stock | | | | | | | | 23387.546 | I | By Retirement Plan Trustees |
| Common Stock | | | | | | | | 134.9927 | I | By Spouse |
| Common Stock | | | | | | | | 20.865 | I | By Spouse, By Retirement Plan Trustees |
| Common Stock | | | | | | | | 28355.9525 | I | Mary Lynn Ferguson-McHugh Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Restricted Stock Units | (3) | 11/15/2019 | | A |
V
| 104.539 | | (4) | (4) | Common Stock | 104.539 | $0 | 1561.543 | D | |
| Restricted Stock Units | (5) | 11/20/2019 | | M | | | 84 | (4) | (4) | Common Stock | 84 | $0 | 1021 | D | |
| Explanation of Responses: |
| (1) | Shares withheld to cover taxes on previous Restricted Stock Unit grants. |
| (2) | Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock. |
| (3) | 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. |
| (4) | 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. |
| (5) | Retirement award 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 formulas for plan year ended 6/30/2019. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
FergusonMchugh MaryLynn
ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OH 45202 |
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| CEO - Family Care & P&G Ventur |
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Signatures
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| /s/ Aaron Shepherd, attorney-in-fact for Mary Lynn Ferguson-McHugh | | 11/20/2019 |
| **Signature of Reporting Person | Date |
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