SEC Form 4 · accession 0001209191-19-010667
PROCTER & GAMBLE Co · PG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 13, 2019
Accepted (ET)
Feb 15, 2019 · 4:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000080424
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Feb 13, 2019 | S | 850,000 | $99.1804 | D | 37,058,621 | I | Please see explanation below |
| Common StockF4,F2,F3 | Feb 14, 2019 | S | 66,733 | $98.6169 | D | 36,991,888 | I | Please see explanation below |
| Common StockF5,F2,F3 | Feb 15, 2019 | S | 292,021 | $98.9139 | D | 36,699,867 | I | Please see explanation below |
| Common StockF6 | holding | — | — | — | 2,145 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price shown in Column 4 is a weighted average sale price. The price range for the sale is $99.03 to $99.31. 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.
- F2Trian 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.
- F3(FN 2, 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.
- F4The price shown in Column 4 is a weighted average sale price. The price range for the sale is $98.50 to $98.82. 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.
- F5The price shown in Column 4 is a weighted average sale price. The price range for the sale is $98.50 to $99.19. 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.
- F6Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in common stock.