Sec Form 4 Filing - Jejurikar Shailesh @ PROCTER & GAMBLE Co - 2020-08-03

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 Jejurikar Shailesh 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) CEO - Fabric & Home Care (Last) (First) (Middle) ONE PROCTER & GAMBLE PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2020 (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 08/03/2020 M 31,209 A $ 67.52 31,472.867 ( 1 ) ( 2 ) D Common Stock 08/03/2020 S 31,209 D $ 130.56 263.867 D Common Stock 1,580.8879 ( 3 ) I By Retirement Plan Trustee Common Stock 2,402.595 ( 4 ) I International Stock Ownership Plan (Singapore) Trustee Common Stock 10,431 ( 5 ) I Shailesh Jejurikar Trust

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 ) 05/15/2020 A V 14.063 ( 7 ) ( 7 ) Common Stock 14.063 $ 0 92.692 D Stock Option (Right to Buy) $ 67.52 08/03/2020 M 31,209 02/28/2015 02/28/2022 Common Stock 31,209 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jejurikar Shailesh ONE PROCTER & GAMBLE PLAZA CINCINNATI, OH45202 CEO - Fabric & Home Care Signatures /s/ Aaron Shepherd, attorney-in-fact for Shailesh Jejurikar 08/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock. ( 2 )Due to an administrative error, the number of shares in the reporting person's direct holdings was inadvertently overreported by 7,980.047 shares on his Form 3, which led to incorrect holdings on his subsequent Form 4s. His holdings have been corrected on this form. ( 3 )Reflects adjustment to PST through June 30, 2020. ( 4 )Reflects adjustment to International Stock Ownership Plan (Singapore) through May 15, 2020. ( 5 )Due to an administrative error, prior sales by the reporting person from his trust holdings were reported as sales from his direct holdings. His holdings have been corrected on this form. ( 6 )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. ( 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.

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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