SEC Form 4 · accession 0001209191-17-013858
PINNACLE WEST CAPITAL CORP · PNW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald E Brandt
Officer — Chairman, President & CEO · Director
Period of report
Feb 21, 2017
Accepted (ET)
Feb 23, 2017 · 5:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000764622
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 21, 2017 | M | 59,039 | $0.00 | A | 238,697 | D | |
| Common Stock | Feb 21, 2017 | F | 27,752 | $79.77 | D | 210,945 | D | |
| Common StockF3 | Feb 21, 2017 | A | 16,872 | $0.00 | A | 227,817 | D | |
| Common Stock | Feb 21, 2017 | F | 7,931 | $79.77 | D | 219,886 | D | |
| Common StockF4 | Feb 21, 2017 | A | 2,806 | $0.00 | A | 222,692 | D | |
| Common Stock | Feb 21, 2017 | F | 1,319 | $79.77 | D | 221,373 | D | |
| Common StockF5 | Feb 21, 2017 | A | 16,873 | $0.00 | A | 238,246 | D | |
| Common Stock | Feb 21, 2017 | F | 7,939 | $79.77 | D | 230,307 | D | |
| Common StockF6 | Feb 21, 2017 | A | 2,806 | $0.00 | A | 233,113 | D | |
| Common Stock | Feb 21, 2017 | F | 1,321 | $79.77 | D | 231,792 | D | |
| Common StockF7 | Feb 21, 2017 | A | 38,036 | $0.00 | A | 269,828 | D | |
| Common Stock | Feb 21, 2017 | F | 17,896 | $79.77 | D | 251,932 | D | |
| Common StockF8 | Feb 21, 2017 | A | 3,738 | $0.00 | A | 255,670 | D | |
| Common Stock | Feb 21, 2017 | F | 1,759 | $79.77 | D | 253,911 | D | |
| Common Stock | holding | — | — | — | 1,717 | I | by 401(K) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF9,F10 | — | Feb 21, 2017 | M | 59,039 | D | — | — | Common Stock | 59,039 | 0 | D |
| Restricted Stock UnitsF11,F12 | — | Feb 21, 2017 | A | 22,064 | A | — | — | Common Stock | 22,064 | 22,064 | D |
Explanation of responses
- F1Shares acquired in connection with 50,617 Restricted Stock Units ("RSUs") that were granted on 12/19/2012 and 8,422 RSUs that were granted in respect of related dividend equivalent rights over the vesting period. All such RSUs vested on 12/31/2016, and were settled through the issuance of common stock on 02/21/2017.
- F10Represents 50,617 RSUs that were granted on 12/19/2012, and 8,422 RSUs that were granted in respect of related dividend equivalent rights over the vesting period. All such RSUs vested on 12/31/2016 and were settled through the issuance of common stock on 02/21/2017 as described in footnote 1.
- F11Each RSU represents a contingent right to receive the economic equivalent of one share of the Company's common stock. The RSUs in this footnote 11 will be settled, at the reporting person's election, in 100% shares of common stock, 50% in common stock and 50% in cash, or 100% cash.
- F12The RSU award was granted and was effective on February 21, 2017, and vests in four equal, annual installments beginning on February 20, 2018, and will be settled in four equal, annual installments beginning February 20, 2018.
- F2Shares retained by the Company for the purpose of meeting tax withholding requirements. The recipient retained all other shares.
- F3Shares acquired in connection with RSUs granted on 12/19/2012 that were subject to the achievement of a performance goal relating to return on equity.
- F4Represents shares of common stock received by the individual in settlement of RSUs that were granted in respect of dividend rights that vested in connection with the 16,872 shares acquired as reported in footnote 3.
- F5Shares acquired in connection with RSUs granted on 12/19/2012 that were subject to the achievement of both a performance goal relating to return on equity and the Human Resources Committee's determination based on the recipient's overall leadership effectiveness from the grant date through 12/31/2016.
- F6Represents shares of common stock received by the individual in settlement of RSUs that were granted in respect of dividend rights that vested in connection with the 16,873 shares acquired as reported in footnote 5.
- F7Shares acquired upon the vesting of the portion of the performance shares granted in 2014 that were tied to the total shareholder return performance metric.
- F8Represents shares of common stock received by the individual in settlement of dividend rights that vested in connection with the performance shares that vested on February 21, 2017 as reported in footnote 7.
- F9Each RSU represents a contingent right to receive the economic equivalent of one share of the Company's common stock.