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 *
Martin Riant
   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)
GrpPresGlobalBabyFemFamilyCare
(Last)
(First)
(Middle)
ONE PROCTER & GAMBLE PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
02/24/2014
(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 02/24/2014   F   2,216 (1) D $ 78.4 80,306.848 (2) D  
Common Stock               7,102.9109 (3) I By Retirement Plan Trustees
Common Stock               686 I Martin Riant & Fiona R. Riant Trust (4)

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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
Restricted Stock Units (5) 02/18/2014   A V 112.103     (8)   (8) Common Stock 112.103 $ 0 316.47 D  
Restricted Stock Units (6) 02/24/2014   D(7)     316.47   (8)   (8) Common Stock 316.47 $ 0 0 D  
Restricted Stock Units (6) 02/24/2014   D(7)     685.496   (8)   (8) Common Stock 685.496 $ 0 0 D  
Restricted Stock Units (6) 02/24/2014   D(7)     1,187.801   (8)   (8) Common Stock 1,187.801 $ 0 0 D  
Restricted Stock Units (6) 02/24/2014   D(7)     1,247.132   (8)   (8) Common Stock 1,247.132 $ 0 0 D  
Restricted Stock Units (6) 02/24/2014   D(7)     1,218.302   (8)   (8) Common Stock 1,218.302 $ 0 0 D  
Restricted Stock Units (6) 02/24/2014   D(7)     1,315.945   (8)   (8) Common Stock 1,315.945 $ 0 0 D  
Restricted Stock Units (6) 02/24/2014   D(7)     1,769.766   (8)   (8) Common Stock 1,769.766 $ 0 0 D  
Restricted Stock Units (6) 02/24/2014   D(7)     1,621.218   (8)   (8) Common Stock 1,621.218 $ 0 0 D  
Restricted Stock Units (6) 02/24/2014   D(7)     1,760.708   (8)   (8) Common Stock 1,760.708 $ 0 0 D  
Restricted Stock Units (6) 02/24/2014   D(7)     1,992.974   (8)   (8) Common Stock 1,992.974 $ 0 0 D  
Restricted Stock Units (6) 02/24/2014   D(7)     1,629   (8)   (8) Common Stock 1,629 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Martin Riant
ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OH 45202		       GrpPresGlobalBabyFemFamilyCare  

Signatures

 /s/ Sandra T. Lane, attorney-in-fact for Martin Riant   02/25/2014
**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) RSUs withheld to cover taxes on 2/27/09 award under the issuer's 2001 Stock and Incentive Compensation Plan and on 2/26/10, 2/28/11, 2/29/12 and 2/28/13 awards under the issuer's 2009 Stock and Incentive Compensation Plan.
(2) Total includes grant of dividend equivalents on February 18, 2014 in the form of RSU's settled in common stock.
(3) Balance as of 12/31/13
(4) Martin Riant & Fiona R. Riant Revocable Trust U/A dated 4/7/05
(5) Dividend equivalents in the form of Retirement RSU's previously awarded pursuant to Issuer's retirement program. All such RSU's represent a contingent right to receive Procter & Gamble common stock or cash settlement.
(6) Retirement award in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement.
(7) Disposition to the Issuer pursuant to the Company's Deferred Compensation Plan, based on a price of $77.86 per share.
(8) These units deliver in shares or cash settlement on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.

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