Sec Form 4 Filing - ROHR JAMES E @ PNC FINANCIAL SERVICES GROUP, INC. - 2012-01-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ROHR JAMES E
2. Issuer Name and Ticker or Trading Symbol
PNC FINANCIAL SERVICES GROUP, INC. [ PNC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
ONE PNC PLAZA, 249 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/03/2012
(Street)
PITTSBURGH, PA15222-2707
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
$5 Par Common Stock 01/03/2012 M( 1 ) 273,000 A $ 57.1 466,777 ( 2 ) D
$5 Par Common Stock 01/03/2012 S( 1 ) 273,000 D $ 59.25 193,777 D
$5 Par Common Stock 06/02/2011 G V 4,686 A $ 0 26,006 I By Daughter's Irrevocable Trust
$5 Par Common Stock 12/30/2011 G V 40,558 A $ 0 66,564 I By Daughter's Irrevocable Trust
$5 Par Common Stock 06/02/2011 G V 4,686 D $ 0 9,372 I By 2009 GRAT
$5 Par Common Stock 06/03/2011 G V 4,686 D $ 0 4,686 I By 2009 GRAT
$5 Par Common Stock 06/06/2011 G V 4,686 D $ 0 0 I By 2009 G RAT
$5 Par Common Stock 09/01/2011 G V 121,674 D $ 0 242,509 ( 3 ) I By Revocable Trust
$5 Par Common Stock 09/01/2011 G V 121,674 A $ 0 121,674 I By 2011 Irrevocable Term Trust
$5 Par Common Stock 12/30/2011 G V 40,558 D $ 0 81,116 I By 2011 Irrevocable Term Trust
$5 Par Common Stock 12/30/2011 G V 40,558 D $ 0 40,558 I By 2011 Irrevocable Term Trust
$5 Par Common Stock 12/30/2011 G V 40,558 D $ 0 0 I By 2011 Irrevocable Term Trust
$5 Par Common Stock 36,681 ( 4 ) I 401(k) Plan
$5 Par Common Stock 3,555 I By 2005 GRAT
$5 Par Common Stock 58,200 I By Spouse/Trust
$5 Par Common Stock 516 I By Daughter
$5 Par Common Stock 8,612 I By 2010 GRAT
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right-to-Buy) $ 57.1 01/03/2012 M( 1 ) 273,000 01/03/2003 01/03/2012 $5 Par Common Stock 273,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROHR JAMES E
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PA15222-2707
X Chairman and CEO
Signatures
George P. Long, III as Attorney-in-Fact for James E. Rohr 01/05/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Stock option exercise and sale of underlying shares effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2011.
( 2 )Includes an aggregate of 1033 shares acquired by the reporting person through dividend reinvestment under the Issuer's Dividend Reinvestment and Stock Purchase Plan subsequent to the date of the reporting person's most recent filing on Form 4.
( 3 )The amount of securities shown reflects a distribution, on June 2, 2011, of 19,967 shares from the reporting person's 2009 Grantor Retained Annuity Trust, and a distribution, on June 8, 2011, of 7,663 shares from the reporting person's 2010 Grantor Retained Annuity Trust, in each case to the reporting person's revocable trust, in transactions exempt from reporting pursuant to Rule 16b-13.
( 4 )The 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 amount of securities beneficially owned reflects 678 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.

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