Sec Form 4 Filing - ANDREWS DAVID R @ PG&E Corp - 2013-06-11

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
ANDREWS DAVID R
2. Issuer Name and Ticker or Trading Symbol
PG&E Corp [ PCG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PG&E CORPORATION, 77 BEALE ST., P.O. BOX 770000
3. Date of Earliest Transaction (MM/DD/YY)
06/11/2013
(Street)
SAN FRANCISCO, CA94177
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
Common Stock 06/11/2013 A 2,018 ( 1 ) A $ 0 9,144.23 ( 2 ) D
Common Stock 06/12/2013 M( 3 ) 5,037 A $ 27.23 14,181.23 D
Common Stock 06/12/2013 S( 3 ) 5,037 D $ 44.93 9,144.23 D
Common Stock 9,281 I Held By Andrews Revocable Trust
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 Derivativ e 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
Stock Option (Right to Buy) $ 27.23 06/12/2013 M 5,037 ( 4 ) 01/03/2014 Common Stock 5,037 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANDREWS DAVID R
C/O PG&E CORPORATION
77 BEALE ST., P.O. BOX 770000
SAN FRANCISCO, CA94177
X
Signatures
/s/ Linda Y.H. Cheng, attorney-in-fact for David R. Andrews (signed Power of Attorney on file with SEC) 06/13/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Units (RSUs) granted under the PG&E Corporation 2006 Long-Term Incentive Plan (LTIP). RSUs are payable in shares of PG&E Corporation common stock on a one-for-one basis upon the earliest of one year from the date of grant, a director's death, disability, retirement, or a change in control, as defined in the LTIP.
( 2 )This total includes 1,050.68 units of phantom stock granted under the PG&E Corporation Non-Employee Director Stock Incentive Plan (SIP), and reflects the acquisition of 11.42 units of phantom stock on 1/15/13 and 10.12 units of phantom stock on 4/15/13 pursuant to a dividend reinvestment feature of the SIP. This total also includes the acquisition of 44.11 RSUs on 1/15/13 and 39.09 RSUs on 4/15/13 pursuant to a dividend reinvestment feature of the LTIP. The phantom stock units and RSUs are automatically payable in shares of PG&E Corporation common stock only.
( 3 )Transaction pursuant to reporting person's Rule 10b5-1 instruction.
( 4 )The option vested in three equal installments of 1,679 shares each on 1/2/2006, 1/2/2007, and 1/2/2008.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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