Statement of Changes in Beneficial Ownership (4)

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Moeller Jon R	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) Vice Chairman and CFO
(Last) (First) (Middle) ONE PROCTER & GAMBLE PLAZA	3. Date of Earliest Transaction (MM/DD/YYYY) 8/20/2019
(Street) CINCINNATI, OH 45202 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	8/20/2019		A		39529	A	$0 ⁽¹⁾	172032.126	D
Common Stock	8/20/2019		S		18366 ⁽²⁾	D	$119.8021 ⁽³⁾	153666.126	D
Common Stock	8/20/2019		A		1448	A	$0 ⁽¹⁾	9180.938	I	By Spouse
Common Stock	8/20/2019		S		460 ⁽²⁾	D	$119.8021 ⁽³⁾	8720.938	I	By Spouse
Common Stock	8/21/2019		S		21163	D	$118.8903 ⁽⁴⁾	132503.126	D
Common Stock	8/21/2019		S		988	D	$118.8903 ⁽⁴⁾	7732.938	I	By Spouse
Common Stock								17767.502	I	By Retirement Plan Trustees
Common Stock								18808.6987	I	By Spouse, By Retirement Plan Trustees

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	Stock award pursuant to issuer's 2014 Stock and Incentive Compensation Plan.
(2)	Shares sold to cover taxes on Stock Award.
(3)	Weighted average price of the shares sold. The price range was $119.54 to $120.21. 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 $118.68 to $119.21. Full information regarding the number of shares sold at each separate price available upon request.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Moeller Jon R ONE PROCTER & GAMBLE PLAZA CINCINNATI, OH 45202			Vice Chairman and CFO

Signatures
/s/ Aaron Shepherd, attorney-in-fact for Jon R. Moeller		8/22/2019
^**Signature of Reporting Person		Date

Procter and Gamble (NYSE:PG)
Historical Stock Chart
From Mar 2024 to Apr 2024

Click Here for more Procter and Gamble Charts.

Procter and Gamble (NYSE:PG)
Historical Stock Chart
From Apr 2023 to Apr 2024

Procter & Gamble Co News

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.