Sec Form 4 Filing - JOHNSON RICHARD J @ PNC FINANCIAL SERVICES GROUP, INC. - 2013-07-19

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 JOHNSON RICHARD J 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (Last) (First) (Middle) ONE PNC PLAZA, 249 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/19/2013 (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 07/19/2013 M 10,000 A $ 55.365 105,881 D $5 Par Common Stock 07/19/2013 M 20,000 A $ 53.5 125,881 D $5 Par Common Stock 07/19/2013 S 10,000 D $ 76.5074 115,881 D $5 Par Common Stock 07/19/2013 S 20,000 D $ 76.6147 95,881 D $5 Par Common Stock 07/19/2013 A( 1 ) 14,251 A $ 0 110,132 D $5 Par Common Stock 07/19/2013 F( 2 ) 612 D $ 76.505 109,520 D $5 Par Common Stock 07/19/2013 G 5,220 D $ 0 104,300 ( 3 ) D $5 Par Common Stock 1,803 ( 4 ) I 401(k) Plan

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) $ 53.5 07/19/2013 M 20,000 01/25/2006 01/25/2015 $5 Par Common Stock 20,000 $ 0 0 D Employee Stock Option (Right-to-Buy) $ 55.365 07/19/2013 M 10,000 07/22/2006 07/22/2015 $5 Par Common Stock 10,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JOHNSON RICHARD J ONE PNC PLAZA 249 FIFTH AVENUE PITTSBURGH, PA15222-2707 EVP & Chief Financial Officer Signatures Christi Davis, Attorney-in-Fact for Richard J. Johnson 07/23/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units, payable solely in stock, granted under the PNC 2006 Incentive Award Plan. These units have no service requirement, but are subject to transfer and other restrictions that expire on the respective first, second, and third anniversaries of the award date of July 19, 2013. ( 2 )Shares have been held to cover the reporting person's tax liability. ( 3 )Includes an aggregate of 342 shares acquired by the reporting person through PNC's Employee Stock Purchase Plan subsequent to the date of the reporting person's most recent filing on Form 4. ( 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 12 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. 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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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