Sec Form 4 Filing - Moeller Jon R @ PROCTER & GAMBLE Co - 2016-02-29

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Moeller Jon R
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 Financial Officer
(Last) (First) (Middle)
ONE PROCTER & GAMBLE PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
02/29/2016
(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 02/29/2016 S 2,835 ( 1 ) D $ 80.475 ( 2 ) 95,499.287 ( 3 ) D
Common Stock 02/29/2016 A 10,027 A $ 0 ( 4 ) 105,526.287 D
Common Stock 02/29/2016 A 1,708 A $ 0 ( 4 ) 9,154.467 ( 3 ) I By Spouse
Common Stock 13,872.217 ( 5 ) I By Retirement Plan Trustees
Common Stock 14,750.3306 ( 5 ) I By Spouse, 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 ( 6 ) 02/16/2016 A V 94.275 ( 7 ) ( 7 ) Common Stock 94.275 $ 0 1,270.848 D
Stock Option (Right to Buy) $ 80.29 ( 8 ) 02/29/2016 A 150,393 02/28/2019 02/27/2026 Common Stock 150,393 $ 0 150,393 D
Stock Option (Right to Buy) $ 80.29 ( 8 ) 02/29/2016 A 25,607 02/28/2019 02/27/2026 Common Stock 25,607 $ 0 25,607 I By Spouse
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Moeller Jon R
ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OH45202
Chief Financial Officer
Signatures
/s/ Sandra T. Lane, Attorney-In-Fact for JON R. MOELLER 03/02/2016
Signature of Reporting Person Date
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 $80.4723 to $80.477. Full information regarding the number of shares sold at each separate price available upon request.
( 3 )Total includes grant of dividend equivalents on February 16, 2016 in the form of Restricted Stock Units (RSUs) settled in common stock.
( 4 )Restricted Stock Units awarded pursuant to Issuer's 2014 Stock and Incentive Compensation Plan.
( 5 )Reflects adjustment to PST through December 31, 2015.
( 6 )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.
( 7 )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.
( 8 )Employee stock option granted pursuant to Issuer's 2014 Stock and Incentive Compensation Plan.

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).

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