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 *
Posada Juan Fernando
  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)
President - LA SMO
(Last)
(First)
(Middle)
ONE PROCTER & GAMBLE PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2016
(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 02/25/2016   M   5,142 A $ 61.325 23,414.5041 D  
Common Stock 02/25/2016   S   5,142 D $ 82.1846 (1) 18,272.5041 D  
Common Stock 02/29/2016   S   1,821 (2) D $ 81.1447 (3) 16,451.5041 D  
Common Stock 02/29/2016   M   4,236 A $ 34.5688 20,687.5041 D  
Common Stock 02/29/2016   S   4,236 D $ 80.9221 (4) 16,451.5041 D  
Common Stock               5,261.097 (5) I International Stock Ownership Plan (Colombia)
Common Stock               21.816 (6) I International Stock Ownership Plan (Colombia) - By Daughter

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 61.325 02/25/2016   M     5,142 09/15/2009 09/15/2016 Common Stock 5,142 $ 0 0 D  
Stock Option (Right to Buy) $ 34.5688 02/29/2016   M     4,236 09/24/2004 09/24/2016 Common Stock 4,236 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Posada Juan Fernando
ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OH 45202
      President - LA SMO  

Signatures

 /s/ Sandra T. Lane, attorney-in-fact for Mr. Posada   02/29/2016
**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) Weighted average price of the shares sold. The price range was $82.18 to $82.185. Full information regarding the number of shares sold at each separate price available upon request.
(2) Shares sold to cover taxes on previous Restricted Stock Unit grant.
(3) Weighted average price of the shares sold. The price range was $81.144 to $81.145. Full information regarding the number of shares sold at each separate price available upon request.
(4) Weighted average price of the shares sold. The price range was $80.921 to $80.931. Full information regarding the number of shares sold at each separate price available upon request.
(5) Reflects adjustment to ISOP as of February 29, 2016.
(6) Reflects adjustment to ISOP as of February 29, 2016.

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