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 *
  Fish Kathleen B
2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2014
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)
Chief Technology Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CINCINNATI, OH 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 25,430.035
D
 
Common Stock 31,549.5703
I
By Retirement Plan Trustee

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 02/28/2009 02/28/2016 Common Stock 21,059 $ 60.5 D  
Stock Option (Right to Buy) 09/15/2009 09/15/2016 Common Stock 4,986 $ 61.325 D  
Stock Option (Right to Buy) 02/28/2010 02/28/2017 Common Stock 22,312 $ 63.49 D  
Stock Option (Right to Buy) 09/14/2010 09/14/2017 Common Stock 2,967 $ 67.81 D  
Stock Option (Right to Buy) 02/28/2011 02/28/2018 Common Stock 23,500 $ 66.18 D  
Stock Option (Right to Buy) 09/15/2011 09/15/2018 Common Stock 9,135 $ 72.14 D  
Stock Option (Right to Buy) 02/27/2012 02/27/2019 Common Stock 35,623 $ 48.17 D  
Stock Option (Right to Buy) 02/26/2013 02/26/2020 Common Stock 29,522 $ 63.28 D  
Stock Option (Right to Buy) 09/15/2013 09/15/2020 Common Stock 7,008 $ 61.11 D  
Stock Option (Right to Buy) 02/28/2014 02/28/2021 Common Stock 24,626 $ 63.05 D  
Stock Option (Right to Buy) 02/28/2015 02/28/2022 Common Stock 38,046 $ 67.52 D  
Stock Option (Right to Buy) 02/28/2016 02/28/2023 Common Stock 25,219 $ 76.18 D  
Stock Option (Right to Buy) 09/13/2016 09/13/2023 Common Stock 9,294 $ 79.05 D  
Series A Preferred Stock   (1)   (1) Common Stock 11,104.4808 $ (2) I By Retirement Plan Trustee

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fish Kathleen B
ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OH 45202
      Chief Technology Officer  

Signatures

/s/ Sandra T. Lane, attorney-in-fact for Kathleen B. Fish 02/10/2014
**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) Series A Preferred Stock allocated to officer's Retirement Plan account pursuant to Retirement Plan provisions.
(2) 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.

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

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