Form Type: 4

SEC EDGAR Link
Acccession Number:0001209191-19-054674
Date:2019-10-29
Issuer: PROCTER & GAMBLE CO (PG)
Original Submission Date:

Reporting Person:

PELTZ NELSON
280 PARK AVENUE
41ST FLOOR NEW YORK, NY 10017

Reporting Person:

TRIAN FUND MANAGEMENT, L.P.
280 PARK AVENUE
41ST FLOOR NEW YORK, NY 10017

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-10-29 S 609,973 d $123.68 36,018,394 indirect f3,f4
COMMON STOCK 2019-10-29 S 326,307 d $124.23 35,692,087 indirect f3,f4
COMMON STOCK 2019-10-30 S 271,398 d $124.09 35,420,689 indirect f3,f4
COMMON STOCK 2019-10-30 S 733,482 d $124.84 34,687,207 indirect f3,f4
COMMON STOCK 2019-10-31 S 109,847 d $123.86 34,577,360 indirect f3,f4
COMMON STOCK 2019-10-31 S 97,120 d $125.02 34,480,240 indirect f3,f4
COMMON STOCK 2019-10-31 J 2,094,290 d $124.51 32,385,950 indirect f3,f4
COMMON STOCK 0 $0.00 3,844 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 includes sales of shares in connection with the expiration of a lock-up period for certain limited partners in the parent of a trian entity (as defined below).
f2 the price shown in column 4 is a weighted average sale price. the price range for the sale is $123.25 to $123.995. the reporting persons undertake to provide upon request by the staff of the securities and exchange commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
f3 trian fund management, l.p. ("trian management") serves as the management company for trian partners, l.p., trian partners master fund, l.p., trian partners parallel fund i, l.p., trian partners strategic investment fund-a, l.p., trian partners strategic co-investment fund-a, l.p., trian partners strategic investment fund-n, l.p., trian partners strategic investment fund-d, l.p., trian partners fund (sub)-g, l.p., trian partners strategic fund-g ii, l.p., trian partners strategic fund g-iii, l.p., trian partners strategic fund-k, l.p., trian partners strategic fund-c, ltd., trian partners co-investment opportunities fund, ltd. and trian spv (sub) xii, l.p (collectively, the "trian entities") and as such determines the investment and voting decisions of the trian entities with respect to the shares of the issuer held by them.
f4 (fn 3, contd.) mr. peltz is a member of trian fund management gp, llc, which is the general partner of trian management, and therefore is in a position to determine the investment and voting decisions made by trian management on behalf of the trian entities. accordingly, mr. peltz and trian management may be deemed to indirectly beneficially own (as that term is defined in rule 13d-3 under the securities exchange act of 1934) the shares beneficially owned by the trian entities. the reporting persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of section 16 or for any other purpose. mr. peltz is a director of the issuer.
f5 the price shown in column 4 is a weighted average sale price. the price range for the sale is $124.00 to $124.55. the reporting persons undertake to provide upon request by the staff of the securities and exchange commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
f6 the price shown in column 4 is a weighted average sale price. the price range for the sale is $123.50 to $124.49. the reporting persons undertake to provide upon request by the staff of the securities and exchange commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
f7 the price shown in column 4 is a weighted average sale price. the price range for the sale is $124.4950 to $125.16. the reporting persons undertake to provide upon request by the staff of the securities and exchange commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
f8 the price shown in column 4 is a weighted average sale price. the price range for the sale is $123.50 to $124.315. the reporting persons undertake to provide upon request by the staff of the securities and exchange commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
f9 the price shown in column 4 is a weighted average sale price. the price range for the sale is $124.55 to $125.41. the reporting persons undertake to provide upon request by the staff of the securities and exchange commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
f10 represents a transfer of shares to certain limited partners of the parent of a trian entity in connection with the expiration of the lock-up period referred to above.
f11 the reduction in the holdings of the trian entities reported in this form 4 resulted primarily from the transfer of shares, as well as the sales of shares, in connection with the expiration of the lock-up period referred to above.

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