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
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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 ^* Majoras Deborah P	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) Chief Legal Officer & Secy
(Last) (First) (Middle) ONE PROCTER & GAMBLE PLAZA	3. Date of Earliest Transaction (MM/DD/YYYY) 11/20/2019
(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	11/20/2019		F		542 ⁽¹⁾	D	$121.9525	56097.504 ⁽²⁾	D
Common Stock	11/20/2019		M		44	A	$121.9525	56141.504	D
Common Stock	11/20/2019		F		44 ⁽¹⁾	D	$121.9525	56097.504	D
Common Stock	11/20/2019		M		35	A	$121.9525	56132.504	D
Common Stock	11/20/2019		F		35 ⁽¹⁾	D	$121.9525	56097.504	D
Common Stock								2346.662 ⁽³⁾	I	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)
Series A Preferred Stock	⁽⁴⁾	9/30/2019		A	V	77.6734		⁽⁵⁾	⁽⁵⁾	Common Stock	77.6734	$0	735.165	I	By Retirement Plan Trustees
Restricted Stock Units	⁽⁶⁾	11/15/2019		A	V	67.845		⁽⁷⁾	⁽⁷⁾	Common Stock	67.845	$0	1447.63	D
Restricted Stock Units	⁽⁸⁾	11/20/2019		M			44	⁽⁷⁾	⁽⁷⁾	Common Stock	44	$0	539	D
Restricted Stock Units	⁽⁸⁾	11/20/2019		M			35	⁽⁷⁾	⁽⁷⁾	Common Stock	35	$0	421	D

Explanation of Responses:
(1)	Shares withheld to cover taxes on previous Restricted Stock Unit grant.
(2)	Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
(3)	Reflects adjustment to PST through September 30, 2019.
(4)	Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
(5)	Shares held by Retirement Plan Trustees. If Officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.
(6)	Dividend equivalents in the form of 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.
(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 6/30/2019.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Majoras Deborah P ONE PROCTER & GAMBLE PLAZA CINCINNATI, OH 45202			Chief Legal Officer & Secy