Sec Form 4 Filing - DEMCHAK WILLIAM S @ PNC FINANCIAL SERVICES GROUP, INC. - 2018-02-14

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 DEMCHAK WILLIAM S 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) President/CEO (Last) (First) (Middle) THE TOWER AT PNC PLAZA, 300 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2018 (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 02/14/2018 A( 1 ) 37,670 A $ 0 549,737 D $5 Par Common Stock 02/14/2018 F( 2 ) 17,133 D $ 158.27 532,604 D $5 Par Common Stock 2,124 ( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEMCHAK WILLIAM S THE TOWER AT PNC PLAZA 300 FIFTH AVENUE PITTSBURGH, PA15222-2707 President/CEO Signatures Christi Davis, Attorney-in-Fact for William S. Demchak 02/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 14, 2018, 37,670 shares of PNC common stock vested after the Personnel and Compensation Committee of the PNC Board of Directors approved a payout of 107.18% based on performance against established criteria of previously granted incentive performance units to the reporting person. The grant was made on February 13, 2015 and expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Subject to the Committee's discretion, the reporting person is eligible to receive shares pf PNC common stock (if PNC meets specific performance criteria up to the target level) and/or cash (if performance criteria exceeds the target level). ( 2 )Represents shares withheld to cover the reporting person's tax liability in connection with the incentive performance unit opportunity awarded on February 14, 2018 and granted on February 13, 2015. ( 3 )The amount of securities beneficially owned represents the number of shares of common stock indirectly held for the account of the reportingperson under The PNC Financial Services Group, Inc. ("PNC") Incentive Savings Plan (the "ISP"). Shares of PNC common stock are not directlyallocated to ISP participants, but instead are held in a unitized fund, approximately 98% of which consists of PNC common stock, and theremainder of which is invested in a money market fund. The percentage of assets in the unitized fund investment option that are deemed to beinvested in PNC common stock may vary from time to time.

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).

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