Sec Form 4 Filing - Majoras Deborah P @ PROCTER & GAMBLE Co - 2015-08-06

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Majoras Deborah P
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
(Last) (First) (Middle)
ONE PROCTER & GAMBLE PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
08/06/2015
(Street)
CINCINNATI, OH45202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/06/2015 M 35 A $ 75.62 32,451.126 D
Common Stock 08/06/2015 F 35 D $ 75.62 32,416.126 D
Common Stock 08/06/2015 M 36 A $ 75.62 32,452.126 D
Common Stock 08/06/2015 F 36 D $ 75.62 32,416.126 D
Common Stock 992.8951 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ( 2 ) 08/06/2015 A 530 ( 3 ) ( 3 ) Common Stock 530 $ 0 530 D
Restricted Stock Units ( 2 ) 08/06/2015 M 35 ( 3 ) ( 3 ) Common Stock 35 ( 4 ) 495 D
Restricted Stock Units ( 2 ) 08/06/2015 A 550 ( 3 ) ( 3 ) Common Stock 550 $ 0 550 D
Restricted Stock Units ( 2 ) 08/06/2015 M 36 ( 3 ) ( 3 ) Common Stock 36 ( 4 ) 514 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Majoras Deborah P
ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OH45202
Chief Legal Officer & Secy
Signatures
/s/ Sandra T. Lane, Attorney-In-Fact for DEBORAH P. MAJORAS 08/07/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects adjustment to PST for period 4/1/2015-6/30/2015.
( 2 )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 6/30/2015.
( 3 )These units 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.
( 4 )Converted on 8/6/2015 to common stock to cover taxes withheld on grant of Restricted Stock Units.

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 Number.