SEC Form 4 · accession 0001209191-19-009928
PNC FINANCIAL SERVICES GROUP, INC. · PNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
William S Demchak
Officer — President/CEO
Period of report
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 8:51 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, 2019 | A | 10,355 | $0.00 | A | 547,487 | D | |
| $5 Par Common Stock | Feb 11, 2019 | F | 3,514 | $121.57 | D | 543,973 | D | |
| $5 Par Common Stock | Feb 12, 2019 | A | 51,193 | $0.00 | A | 595,166 | D | |
| $5 Par Common Stock | Feb 12, 2019 | F | 23,283 | $123.15 | D | 571,883 | D | |
| $5 Par Common StockF5 | holding | — | — | — | 2,181 | I | 401(k) Plan |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 11, 2019, 10,355 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested following approval by the Personnel and Compensation Committee of the PNC Board of Directors (the "Committee") on January 30, 2019 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The shares vested pursuant to an award granted on February 11, 2016, expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Pursuant to the award, the share units pay out, if at all, in shares of PNC common stock, and any accrued dividend equivalents are 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 shares of PNC common stock that vested on February 11, 2019 pursuant to the award of performance based restricted share units granted on February 11, 2016.
- F3On February 12, 2019, 51,193 shares of PNC common stock vested following approval by the Committee on the same date of a payout of 102.61% based on performance against established criteria of previously granted incentive performance units to the reporting person. The shares vested pursuant to an award granted on February 11, 2016, expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Pursuant to the award, the share units pay out, if at all, in shares of PNC common stock up to the target amount and in cash for the amount above target, and any accrued dividend equivalents are paid out in cash.
- F4Represents shares withheld to cover the reporting person's tax liability in connection with the shares of PNC common stock that vested on February 12, 2019 pursuant to the award of incentive performance units granted on February 11, 2016.
- F5The 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 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 57 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.