SEC Form 4 · accession 0001209191-17-012039
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 15, 2017
Accepted (ET)
Feb 17, 2017 · 3:52 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 15, 2017 | A | 36,802 | $0.00 | A | 508,546 | D | |
| $5 Par Common Stock | Feb 15, 2017 | F | 17,699 | $126.65 | D | 490,847 | D | |
| $5 Par Common StockF3 | holding | — | — | — | 2,089 | I | 401(k) Plan |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 15, 2017, 36,802 shares of PNC common stock vested after the Personnel and Compensation Committee approved a payout of 99.54% based on performance against established criteria of previously granted incentive performance units to the reporting person. The grant was made on February 13, 2014 and expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Subject to the Committee's discretion, the reporting person is eligible to receive shares of PNC common stock (if PNC meets specified performance criteria up to the target level) and/or cash (if performance criteria exceeds the target level).
- F2Represents shares withheld to cover the reporting person's tax liability in connection with the incentive performance unit opportunity awarded on February 15, 2017 and granted on February 13, 2014.
- F3The 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 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.