Ownership Submission
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 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 *
LAFLEY ALAN G
  2. Issuer Name and Ticker or Trading Symbol
PROCTER & GAMBLE Co [PG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec Chairman of the Board
(Last)
(First)
(Middle)
ONE PROCTER AND GAMBLE PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2016
(Street)

CINCINNATI, OH 45202
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/29/2016   G V 100 D $ 0 568,153.3056 (1) D  
Common Stock 04/29/2016   M   85,925 A $ 63.49 654,078.3056 D  
Common Stock 04/29/2016   S   85,925 D $ 80.0191 (2) 568,153.3056 D  
Common Stock 05/02/2016   M   85,925 A $ 63.49 654,078.3056 D  
Common Stock 05/02/2016   S   85,925 D $ 81 568,153.3056 D  
Common Stock 05/02/2016   G V 2,496 D $ 0 565,657.3056 D  
Common Stock               276,359 (1) I AGL Revocable Trust (3)
Common Stock               10,984.7665 I By Spouse, DSS Revocable Trust (4)
Common Stock               4,192.8794 I By Retirement Plan Trustees
Common Stock               10,922.7351 I By Retirement Plan Trustees, By Spouse

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Stock Option (Right to Buy) $ 63.49 04/29/2016   M     85,925 02/28/2010 02/28/2017 Common Stock 85,925 $ 0 171,850 D  
Stock Option (Right to Buy) $ 63.49 05/02/2016   M     85,925 02/28/2010 02/28/2017 Common Stock 85,925 $ 0 85,925 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LAFLEY ALAN G
ONE PROCTER AND GAMBLE PLAZA
CINCINNATI, OH 45202
  X     Exec Chairman of the Board  

Signatures

 /s/ Sandra T. Lane, attorney-in-fact for Alan G. Lafley   05/02/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Total reflects transfer of 29,000 shares of P&G common stock from Reporting Person's direct holdings to AGL Revocable Trust.
(2) Weighted average price of the shares sold. The price range was $80.00 to $80.075. Full information regarding the number of shares sold at each separate price available upon request.
(3) A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.
(4) Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.

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