Sec Form 4 Filing - TASTAD CAROLYN M @ PROCTER & GAMBLE Co - 2016-08-16

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
TASTAD CAROLYN M
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)
Group President - NA SMO
(Last) (First) (Middle)
ONE PROCTER & GAMBLE PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
08/16/2016
(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 08/16/2016 M 55 A $ 86.16 61,103.492 D
Common Stock 08/16/2016 F 55 ( 1 ) D $ 86.16 61,048.492 D
Common Stock 08/17/2016 A 3,937 A $ 0 ( 2 ) 64,985.492 D
Common Stock 08/17/2016 S 1,393 ( 3 ) D $ 86.2992 ( 4 ) 63,592.492 ( 5 ) D
Common Stock 2,221.7448 I By Retirement Plan Trustee
Common Stock 1,993.2817 I By Spouse
Common Stock 527.1509 I By Spouse, By Retirement Plan Trustees
Table II - Derivative Securities Acquired, Disposed of, or B eneficially 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 ) 08/15/2016 A V 9.769 ( 7 ) ( 7 ) Common Stock 9.769 $ 0 56.864 D
Restricted Stock Units ( 8 ) 08/16/2016 M 55 ( 7 ) ( 7 ) Common Stock 55 $ 0 800 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TASTAD CAROLYN M
ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OH45202
Group President - NA SMO
Signatures
/s/ Sandra T. Lane, attorney-in-fact for Carolyn M. Tastad 08/18/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld to cover taxes on previous Restricted Stock Unit grants.
( 2 )Stock award pursuant to Issuer's 2014 Stock and Incentive Compensation Plan.
( 3 )Shares sold to cover taxes on Restricted Stock Unit grant.
( 4 )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.
( 5 )Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in common stock.
( 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 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.
( 8 )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 formula for plan year ended 6/30/2016.

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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