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 * LAFLEY ALAN G   2. Issuer Name and Ticker or Trading Symbol PROCTER & GAMBLE Co [PG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COB, Pres. & CEO (Last) (First) (Middle) ONE PROCTER AND GAMBLE PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 02/26/2014 (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 02/26/2014   S   19,309 (1) D $ 78.5056 (2) 617,879.5256 (3) D   Common Stock 02/27/2014   S   3,728 (1) D $ 78.0733 (4) 601,018.5256 (5) D   Common Stock 02/27/2014   S   61,556 (6) D $ 77.6951 (7) 539,462.5256 D   Common Stock               1,620.138 I AFL Revocable Trust (8) Common Stock               3,367.9246 (9) I By Retirement Plan Trustees Common Stock               9,924.0687 (9) I By Retirement Plan Trustees, By Spouse Common Stock               10,989.7665 I By Spouse, DSS Revocable Trust (10) Common Stock               135,606 (5) I AGL Revocable Trust (11)

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LAFLEY ALAN G ONE PROCTER AND GAMBLE PLAZA CINCINNATI, OH 45202	X		COB, Pres. & CEO

Signatures

/s/ Sandra T. Lane, attorney-in-fact for Alan G. Lafley		02/28/2014
**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)	Shares sold to cover tax obligation on distribution of deferred compensation.
(2)	Weighted average price of the shares sold. The price range was $78.50 to $78.525. Full information regarding the number of shares sold at each separate price available upon request.
(3)	Total includes grant of dividend equivalents on 2/18/14 in the form of RSUs settled in common stock.
(4)	Weighted average price of the shares sold. The price range was $78.071 to $78.075. Full information regarding the number of shares sold at each separate price available upon request.
(5)	Reflects transfer on February 28, 2014 of 13,133 shares of common stock from direct holdings into the A.G. Lafley Revocable Trust.
(6)	Shares sold to cover tax obligation upon settlement of February 27, 2009 RSU award.
(7)	Weighted average price of the shares sold. The price range was $77.555 to $77.85. Full information regarding the number of shares sold at each separate price available upon request.
(8)	Alan F. Lafley Revocable Trust, U/A dated February 3, 1998, A.G. Lafley, Trustee, for benefit of reporting person's father.
(9)	Balance as of 12/31/13
(10)	Diana Shaheen Revocable Trust, U/A dated May 16, 2012, Diana Sue Shaheen Trustee.
(11)	A.G. Lafley Revocable Trust, U/A dated January 10, 1990, A.G. Lafley, Trustee.

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