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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â FergusonMchugh MaryLynn

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2016

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 Global Family

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	72,784.0482	D	Â
Common Stock	18,442.4139	I	By Retirement Plan Trustees
Common Stock	134.9927	I	By Spouse
Common Stock	19.5347	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)
	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 control number.

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)
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Common Stock	863.476	$ ⁽³⁾	D	Â
Stock Option (Right to Buy)	02/28/2011	02/28/2018	Common Stock	35,208	$ 66.18	D	Â
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Common Stock	982.846	$ ⁽⁴⁾	D	Â
Stock Option (Right to Buy)	02/27/2012	02/27/2019	Common Stock	51,900	$ 48.17	D	Â
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,297.78	$ ⁽⁵⁾	D	Â
Stock Option (Right to Buy)	02/26/2013	02/26/2020	Common Stock	55,310	$ 63.28	D	Â
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,151.285	$ ⁽⁶⁾	D	Â
Stock Option (Right to Buy)	02/28/2014	02/28/2021	Common Stock	67,407	$ 63.05	D	Â
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,238.531	$ ⁽⁷⁾	D	Â
Stock Option (Right to Buy)	02/28/2015	02/28/2022	Common Stock	37,027	$ 67.52	D	Â
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,421.127	$ ⁽⁸⁾	D	Â
Stock Option (Right to Buy)	02/28/2016	02/28/2023	Common Stock	39,381	$ 76.18	D	Â
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,196.283	$ ⁽⁹⁾	D	Â
Stock Option (Right to Buy)	02/28/2017	02/28/2024	Common Stock	49,899	$ 78.66	D	Â
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,207.372	$ ⁽¹⁰⁾	D	Â
Stock Option (Right to Buy)	02/27/2018	02/27/2025	Common Stock	48,162	$ 85.13	D	Â
Restricted Stock Units	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,240.856	$ ⁽¹¹⁾	D	Â
Stock Option (Right to Buy)	02/28/2019	02/27/2026	Common Stock	54,802	$ 80.29	D	Â
Series A Preferred Stock	Â ⁽¹²⁾	Â ⁽¹²⁾	Common Stock	8,078.829	$ ⁽¹³⁾	I	By Retirement Plan Trustees
Series A Preferred Stock	Â ⁽¹²⁾	Â ⁽¹²⁾	Common Stock	5.024	$ ⁽¹⁴⁾	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 Global Family	Â

Signatures

/s/ Sandra T. Lane, attorney-in-fact for Ms. Ferguson-McHugh		03/11/2016
^**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)	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.
(3)	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 6/30/2007.
(4)	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 6/30/2008.
(5)	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 formulas for plan year ended 6/30/2009.
(6)	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 formulas for plan year ended 6/30/2010.
(7)	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 formulas for plan year ended 6/30/2011.
(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 formulas for plan year ended 6/30/2012.
(9)	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 6/30/2013.
(10)	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 6/30/2014.
(11)	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 6/30/2015.
(12)	Shares held by Retirement Plan Trustees. If employee terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.
(13)	Series A Preferred Stock allocated to Officer's Retirement Plan Account pursuant to Retirement Plan provisions.
(14)	Series A Preferred Stock allocated to spouse's Retirement Plan Account pursuant to Retirement Plan provisions.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.