Edgar Filing: PROCTER & GAMBLE Co

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â FergusonMchugh MaryLynn

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2014

3. Issuer Name and Ticker or Trading Symbol
PROCTER & GAMBLE Co [PG]

(Last)

(First)

(Middle)

ONE PROCTER & GAMBLE PLAZA

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Group President - Europe

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CINCINNATI,Â OHÂ 45202

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	36,988.7842	D	Â
Common Stock	134.9927	I	By Spouse
Common Stock	16,080.7886	I	By Retirement Plan Trustees
Common Stock	18.467	I	By Spouse, By Retirement Plan Trustees
Common Stock	2,355.9525	I	Mary Lynn Ferguson-McHugh Trust ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	09/24/2004	09/24/2016	Common Stock	33,958	$ 34.5688	D	Â
Stock Option (Right to Buy)	09/24/2004	09/24/2016	Common Stock	3,688	$ 34.5688	I	By Spouse
Stock Option (Right to Buy)	02/28/2009	02/28/2016	Common Stock	46,055	$ 60.5	D	Â
Stock Option (Right to Buy)	02/28/2010	02/28/2017	Common Stock	48,150	$ 63.49	D	Â
Stock Option (Right to Buy)	02/28/2011	02/28/2018	Common Stock	35,208	$ 66.18	D	Â
Stock Option (Right to Buy)	02/27/2012	02/27/2019	Common Stock	51,900	$ 48.17	D	Â
Stock Option (Right to Buy)	02/26/2013	02/26/2020	Common Stock	55,310	$ 63.28	D	Â
Stock Option (Right to Buy)	02/28/2014	02/28/2021	Common Stock	67,407	$ 63.05	D	Â
Stock Option (Right to Buy)	02/28/2015	02/28/2022	Common Stock	37,027	$ 67.52	D	Â
Stock Option (Right to Buy)	02/28/2016	02/28/2023	Common Stock	39,381	$ 76.18	D	Â
Stock Option (Right to Buy)	02/28/2017	02/28/2024	Common Stock	49,899	$ 78.66	D	Â
Restricted Stock Units ⁽²⁾	Â ⁽³⁾	Â ⁽³⁾	Common Stock	816.017	$ ⁽²⁾	D	Â
Restricted Stock Units ⁽⁴⁾	Â ⁽³⁾	Â ⁽³⁾	Common Stock	928.827	$ ⁽⁴⁾	D	Â
Restricted Stock Units ⁽⁵⁾	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,226.45	$ ⁽⁵⁾	D	Â
Restricted Stock Units ⁽⁶⁾	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,088.006	$ ⁽⁶⁾	D	Â
Restricted Stock Units ⁽⁷⁾	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,170.457	$ ⁽⁷⁾	D	Â
Restricted Stock Units ⁽⁸⁾	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,343.019	$ ⁽⁸⁾	D	Â
Restricted Stock Units ⁽⁹⁾	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,130.532	$ ⁽⁹⁾	D	Â
Series A Preferred Stock	Â ⁽¹⁰⁾	Â ⁽¹⁰⁾	Common Stock	7,707.3157	$ ⁽¹⁰⁾	I	By Retirement Plan Trustees
Series A Preferred Stock	Â ⁽¹¹⁾	Â ⁽¹¹⁾	Common Stock	5.024	$ ⁽¹¹⁾	I	By Spouse, By Retirement Plan Trustees

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FergusonMchugh MaryLynn ONE PROCTER & GAMBLE PLAZA CINCINNATI,Â OHÂ 45202	Â	Â	Â Group President - Europe	Â

Signatures

/s/ Sandra T. Lane, attorney-in-fact for Ms. Ferguson-McHugh		07/10/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Mary Lynn Ferguson-McHugh Trust, U/A dated February 24, 1999, Mary Lynn Ferguson-McHugh Trustee.
(2)	Retirement award granted on 8/2/2007 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 6/30/2007.
(3)	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.
(4)	Retirement award granted on 8/7/2008 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 6/30/2008.
(5)	Retirement award granted on 8/6/2009 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 6/30/2009.
(6)	Retirement award granted on 8/5/2010 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 6/30/2010.
(7)	Retirement award granted on 8/4/2011 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 6/30/2011.
(8)	Retirement award granted on 8/2/2012 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 6/30/2012.
(9)	Retirement award granted on 8/1/2013 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 6/30/2013.
(10)	Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.
(11)	Series A Preferred Stock allocated to spouse's Retirement Plan Account pursuant to Retirement Plan provisions.

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