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 * FergusonMchugh MaryLynn   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) Group President Global Family (Last) (First) (Middle) ONE PROCTER & GAMBLE PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 08/16/2016 (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 08/16/2016   M   103 A $ 86.16 72,063.3692 D   Common Stock 08/16/2016   F   103 (1) D $ 86.16 71,960.3692 D   Common Stock 08/17/2016   A   6,454 A $ 0 (2) 78,414.3692 D   Common Stock 08/17/2016   S   2,985 (3) D $ 86.2992 (4) 75,429.3692 (5) D   Common Stock               18,661.5481 I By Retirement Plan Trustees Common Stock               134.9927 I By Spouse Common Stock               19.6059 I By Spouse, By Retirement Plan Trustees Common Stock               2,355.9525 I Mary Lynn Ferguson-McHugh Trust

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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

(6)

08/15/2016

A

V

82.007

(7)

(7)

Common Stock

82.007

$ 0

169.262

D

Restricted Stock Units

(8)

08/16/2016

M

103

(9)

(9)

Common Stock

103

$ 0

1,166

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FergusonMchugh MaryLynn ONE PROCTER & GAMBLE PLAZA CINCINNATI, OH 45202			Group President Global Family

Signatures

/s/ Sandra T. Lane, attorney-in-fact for Ms. Ferguson-McHugh		08/18/2016
**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)	Shares withheld to cover taxes on previous Restricted Stock Unit grants.
(2)	Stock award pursuant to Issuer's 2014 Stock and Incentive Compensation Plan.
(3)	Shares sold to cover taxes on Restricted Stock Unit grant.
(4)	Weighted average price of the shares sold. The price range was $86.08 to $86.43. Full information regarding the number of shares sold at each separate price available upon request.
(5)	Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in common stock.
(6)	Dividend equivalents in the form of Retirement Restricted Stock Units (RSUs) previously awarded pursuant to Issuer's retirement program. All such RSUs represent a contingent right to receive Procter & Gamble common stock or cash settlement.
(7)	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.
(8)	Retirement award in the form of Restricted Stock Units which represent a contingent right to receive P&G common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2016.
(9)	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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