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Filing Details

Accession Number:: 0001209191-19-054674
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-10-31 20:07:47
Reporting Period:: 2019-10-29

Accepted Time:: 2019-10-31 20:07:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
80424	Procter & Gamble Co	PG	Soap, Detergents, Cleang Preparations, Perfumes, Cosmetics (2840)	310411980

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
928265	Nelson Peltz	280 Park Avenue 41St Floor New York NY 10017		Yes	No	No	No
1345471	Trian Fund Management, L.p.	280 Park Avenue 41St Floor New York NY 10017		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2019-10-29	609,973	$123.68	36,018,394	No	4	S	Indirect	Please see explanation below
Common Stock	Disposition	2019-10-29	326,307	$124.23	35,692,087	No	4	S	Indirect	Please see explanation below
Common Stock	Disposition	2019-10-30	271,398	$124.09	35,420,689	No	4	S	Indirect	Please see explanation below
Common Stock	Disposition	2019-10-30	733,482	$124.84	34,687,207	No	4	S	Indirect	Please see explanation below
Common Stock	Disposition	2019-10-31	109,847	$123.86	34,577,360	No	4	S	Indirect	Please see explanation below
Common Stock	Disposition	2019-10-31	97,120	$125.02	34,480,240	No	4	S	Indirect	Please see explanation below
Common Stock	Disposition	2019-10-31	2,094,290	$124.51	32,385,950	No	4	J	Indirect	Please see explanation below

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	S	Indirect	Please see explanation below
No	4	J	Indirect	Please see explanation below

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	3,844	Direct

Footnotes

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).
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.
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.
(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.
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.
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.
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.
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.
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.
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.
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.