SEC Form 4 · accession 0001209191-17-010586
PNC FINANCIAL SERVICES GROUP, INC. · PNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William S Demchak
Officer — President/CEO
Period of report
Feb 11, 2017
Accepted (ET)
Feb 14, 2017 · 5:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000713676
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| $5 Par Common Stock | Feb 11, 2017 | A | 15,590 | $0.00 | A | 461,036 | D | |
| $5 Par Common Stock | Feb 11, 2017 | F | 6,307 | $123.10 | D | 454,729 | D | |
| $5 Par Common Stock | Feb 13, 2017 | A | 11,771 | $0.00 | A | 466,500 | D | |
| $5 Par Common Stock | Feb 13, 2017 | F | 5,661 | $124.42 | D | 460,839 | D | |
| $5 Par Common Stock | Feb 13, 2017 | A | 11,553 | $0.00 | A | 472,392 | D | |
| $5 Par Common Stock | Feb 13, 2017 | F | 5,556 | $124.49 | D | 466,836 | D | |
| $5 Par Common StockF7 | holding | — | — | — | 2,089 | I | 401(k) Plan |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 11, 2017, 15,590 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 26, 2017 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 11, 2016 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.
- F2Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 11, 2017 and granted on February 11, 2016.
- F3On February 13, 2017, 11,771 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 26, 2017 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 13, 2015 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.
- F4Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2017 and granted on February 13, 2015.
- F5On February 13, 2017, 11,553 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 26, 2017 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 13, 2014 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.
- F6Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2017 and granted on February 13, 2014.
- F7The amount of securities beneficially owned represents the number of shares of common stock indirectly held for the account of the reporting person under The PNC Financial Services Group, Inc. ("PNC") Incentive Savings Plan (the "ISP"). Shares of PNC common stock are not directly allocated to ISP participants, but instead are held in a unitized fund, approximately 98% of which consists of PNC common stock, and the remainder of which is invested in a money market fund. The amount of securities beneficially owned reflects 9 shares indirectly acquired for the account of the reporting person under the ISP in transactions exempt from reporting under Rule 16a-3(f)(1)(i)(B) that occurred subsequent to the date of the reporting person's most recent filing on Form 4 providing Table I information. The percentage of assets in the unitized fund investment option that are deemed to be invested in PNC common stock may vary from time to time.
Remarks
See attached footnotes page.