SEC Form 4 · accession 0001209191-18-010311

PNC FINANCIAL SERVICES GROUP, INC. · PNC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gregory B. Jordan

Officer — General Counsel and CAO

Period of report

Feb 13, 2018

Accepted (ET)

Feb 15, 2018 · 3:23 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
$5 Par Common Stock	Feb 13, 2018	A	12,930	$0.00	A	45,559	D
$5 Par Common Stock	Feb 13, 2018	F	5,115	$152.27	D	40,444	D
$5 Par Common Stock	Feb 13, 2018	A	1,060	$0.00	A	41,504	D
$5 Par Common Stock	Feb 13, 2018	F	461	$152.27	D	41,043	D
$5 Par Common Stock	Feb 13, 2018	A	2,706	$0.00	A	43,749	D
$5 Par Common Stock	Feb 13, 2018	F	1,177	$153.29	D	42,572	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1On February 13, 2018, 12,930 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 29, 2018 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.
F2Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2018 and granted on February 13, 2014.
F3On February 13, 2018, 1,060 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 29, 2018 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.
F4On February 13, 2018, 2,706 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 29, 2018 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.
F5Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2018 and granted on February 13, 2015.

Remarks

See attached footnotes page.