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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3235-0287

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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 * FergusonMchugh MaryLynn	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) CEO - Family Care & P&G Ventur
(Last)          (First)          (Middle) ONE PROCTER & GAMBLE PLAZA	3. Date of Earliest Transaction (MM/DD/YYYY) 11/19/2020
(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/19/2020		J(1)		5.024	A	$139.1769	26.3359 (2)	I	By Spouse, By Retirement Plan Trustees
Common Stock	11/19/2020		I		26.3359	D	$139.1769	0	I	By Spouse, By Retirement Plan Trustees
Common Stock								128543.5271 (3)	D
Common Stock								24554.559 (2)	I	By Retirement Plan Trustees
Common Stock								134.9927	I	By Spouse
Common Stock								28355.9525	I	Mary Lynn Ferguson-McHugh Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(4)	9/30/2020		A	V	134.6913		(5)	(5)	Common Stock	134.6913	$0	8860.3038	I	By Retirement Plan Trustees
Restricted Stock Units	(6)	11/16/2020		A	V	101.6596		(7)	(7)	Common Stock	101.6596	$0	1982.4056	D
Series A Preferred Stock	(8)	11/19/2020		J (1)			5.024	(5)	(5)	Common Stock	5.024	$139.1769	0	I	By Spouse, By Retirement Plan Trustees

Explanation of Responses:
(1)	Preferred Stock converted to Common Stock at market price of Common Stock as part of discretionary disposition from employee benefits plan.
(2)	Reflects adjustment to PST through September 30, 2020.
(3)	Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
(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)	$139.1769

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FergusonMchugh MaryLynn ONE PROCTER & GAMBLE PLAZA CINCINNATI, OH 45202			CEO - Family Care & P&G Ventur

Signatures
/s/ Aaron B. Shepherd, attorney-in-fact for Mary Lynn Ferguson-McHugh		11/23/2020
**Signature of Reporting Person		Date