SEC Form 4 · accession 0001209191-19-011467
PNC FINANCIAL SERVICES GROUP, INC. · PNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael P. Lyons
Officer — Executive Vice President
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 3:29 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, 2019 | A | 4,253 | $0.00 | A | 149,940 | D | |
| $5 Par Common Stock | Feb 15, 2019 | F | 1,935 | $124.15 | D | 148,005 | D | |
| $5 Par Common Stock | Feb 16, 2019 | A | 3,236 | $0.00 | A | 151,241 | D | |
| $5 Par Common Stock | Feb 16, 2019 | F | 1,472 | $124.15 | D | 149,769 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 15, 2019, 4,253 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 100% based on the satisfaction of the reporting person's service requirements and the organization's risk-based performance against established criteria as of the last day of the performance year. The shares vested pursuant to an award granted on February 15, 2018, expressed as a number of share units, with payout contingent on achievement of risk-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 number of share units may be reduced (down to 0%) but may not exceed 100%.
- F2Represents shares withheld to cover the reporting person's tax liability in connection with the shares of PNC common stock that vested on February 15, 2019 pursuant to the award of restricted share units granted on February 15, 2018.
- F3On February 16, 2019, 3,236 shares of PNC common stock vested following approval by the Committee on January 30, 2019 of a payout of 83.02% 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 16, 2017, 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.
- F4Represents shares withheld to cover the reporting person's tax liability in connection with the shares of PNC common stock that vested on February 16, 2019 pursuant to the award of performance based restricted share units granted on February 16, 2017.