Sec Form 4 Filing - ROHR JAMES E @ PNC FINANCIAL SERVICES GROUP, INC. - 2013-12-19

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE PNC PLAZA, 249 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/19/2013
(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 12/19/2013 M( 1 ) 170,137 A $ 74.645 403,177 D
$5 Par Common Stock 12/19/2013 S( 1 ) 170,137 D $ 75.6707 ( 2 ) 233,040 D
$5 Par Common Stock 38,359 ( 3 ) I 401(k) Plan
$5 Par Common Stock 58,200 I By Spouse/Trust
$5 Par Common Stock 516 I By Daughter
$5 Par Common Stock 13,314 I By Daughter's Irrevocable Trust
$5 Par Common Stock 251,121 I By Revocable Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible s ecurities)
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) Reload $ 74.645 12/19/2013 M 170,137 05/17/2008 01/06/2014 $5 Par Common Stock 170,137 $ 74.645 0 D
Phantom Stock Unit ( 4 ) ( 4 ) ( 4 ) $5 Par Common Stock 30,088 30,088 I Deferred Compensation Plan
Phantom Stock Unit ( 4 ) ( 4 ) ( 4 ) $5 Par Common Stock 70,214 70,214 I Supplemental Incentive Savings Plan
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
Signatures
Edward Rosenthal, Attorney-in-Fact for James E. Rohr 12/20/2013
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 November 15, 2013.
( 2 )Represents the weighted average price of shares sold in multiple transactions. The price range is less than $1.00. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price.
( 3 )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.
( 4 )Each phantom stock unit is the economic equivalent of one share of PNC Common Stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire.

Remarks:
See attached footnotes page.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.