Sec Form 4 Filing - HANNON MICHAEL J @ PNC FINANCIAL SERVICES GROUP, INC. - 2019-02-13

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
HANNON MICHAEL 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)
Executive Vice President
(Last) (First) (Middle)
THE TOWER AT PNC PLAZA, 300 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2019
(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 02/13/2019 A( 1 ) 595 A $ 0 56,861 D
$5 Par Common Stock 02/13/2019 F( 2 ) 166 D $ 121.48 56,695 D
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
HANNON MICHAEL J
THE TOWER AT PNC PLAZA
300 FIFTH AVENUE
PITTSBURGH, PA15222-2707
Executive Vice President
Signatures
Alicia G. Powell, Attorney-in-Fact for Michael J.Hannon 02/15/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 13, 2019, 595 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested following approval by thePersonnel and Compensation Committee of the PNC Board of Directors (the "Committee") on January 30, 2019 of a payout of 83.02% based onperformance against established criteria of previously granted performance based restricted share units to the reporting person. The sharesvested pursuant to an award granted on February 13, 2015, expressed as a "target" number of share units, with payout contingent on PNChaving achieved related performance criteria. Pursuant to the award, the share units pay out, if at all, in shares of PNC common stock, and anyaccrued dividend equivalents are paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced(down to 75% of target) or increased (up to 125% of target) based on PNC total shareholder return for the prior fiscal year.
( 2 )Represents shares withheld to cover the reporting person's tax liability in connection with the shares of PNC common stock that vested onFebruary 13, 2019 pursuant to the award of performance based restricted share units granted on February 13, 2015.

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