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 *
  Kiriyama Hatsunori
2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2014
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)
President - Asia
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 39,895.1418
D
 

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) 09/15/2002 09/15/2014 Common Stock 2,124 $ 49.4759 D  
Stock Option (Right to Buy) 09/15/2002 09/15/2014 Common Stock 5,844 $ 49.4759 D  
Stock Option (Right to Buy) 09/15/2003 09/15/2015 Common Stock 12,724 $ 31.0118 D  
Stock Option (Right to Buy) 09/15/2003 09/15/2015 Common Stock 1,274 $ 31.0118 D  
Stock Option (Right to Buy) 09/24/2004 09/24/2016 Common Stock 16,584 $ 34.5688 D  
Stock Option (Right to Buy) 09/24/2004 09/24/2016 Common Stock 1,190 $ 34.5688 D  
Stock Option (Right to Buy) 02/28/2008 02/28/2015 Common Stock 18,507 $ 53.595 D  
Stock Option (Right to Buy) 02/28/2009 02/28/2016 Common Stock 17,561 $ 60.5 D  
Stock Option (Right to Buy) 02/28/2010 02/28/2017 Common Stock 20,828 $ 63.49 D  
Stock Option (Right to Buy) 02/28/2011 02/28/2018 Common Stock 11,147 $ 66.18 D  
Stock Option (Right to Buy) 02/27/2012 02/27/2019 Common Stock 30,480 $ 48.17 D  
Stock Option (Right to Buy) 02/26/2013 02/26/2020 Common Stock 11,960 $ 63.28 D  
Stock Option (Right to Buy) 02/28/2014 02/28/2021 Common Stock 20,686 $ 63.05 D  
Stock Option (Right to Buy) 02/28/2015 02/28/2022 Common Stock 22,284 $ 67.52 D  
Stock Option (Right to Buy) 02/28/2016 02/28/2023 Common Stock 22,972 $ 76.18 D  
Stock Option (Right to Buy) 02/28/2017 02/28/2024 Common Stock 24,155 $ 78.66 D  
Restricted Stock Units (1)   (2)   (2) Common Stock 374.454 $ (1) D  
Restricted Stock Units (1)   (2)   (2) Common Stock 374.383 $ (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kiriyama Hatsunori
ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OH 45202
      President - Asia  

Signatures

/s/ Sandra T. Lane, attorney-in-fact for Mr. Kiriyama 07/10/2014
**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) Retirement award granted on 8/1/2013 in the form of Restricted Stock Units which represent a contingent right to receive Procter & Gamble common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2013.
(2) These units will deliver in shares 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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