Sec Form 4 Filing - Henn Vicki C. @ PNC FINANCIAL SERVICES GROUP, INC. - 2019-11-19

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 Henn Vicki C. 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) 11/19/2019 (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 11/19/2019 S 3,723 D $ 151.9616 ( 1 ) 7,580 ( 2 ) D $5 Par Common Stock 1,787 D $5 Par Common Stock 11/19/2019 S 2,277 D $ 151.72 15 ( 3 ) I 401(k)

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 Henn Vicki C. THE TOWER AT PNC PLAZA 300 FIFTH AVENUE PITTSBURGH, PA15222-2707 Executive Vice President Signatures Alicia G. Powell, Attorney-in-Fact for Vicki C. Henn 11/21/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the weighted average price of shares sold in multiple transactions with prices ranging from $151.9534 to $151.9734. The reporting personundertakes to provide to the staff of the Securities and Exchange Commission, The PNC Financial Services Group, Inc. ("PNC") or any securityholder of PNC, upon request, full information regarding the number of sharessold at each separate price. ( 2 )Includes an aggregate of 293 shares of PNC common stock acquired by the reporting person through dividend reinvestment under the PNC Dividend Reinvestment and Stock Purchase Plan subsequent to the date of the reporting person'smost recent filing on Form 4. ( 3 )Represents shares of PNC common stock indirectly held for the account of the reporting person under the PNC Incentive Savings Plan (the "ISP"). Such shares 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 disposed of and beneficially owned thereafter reflects 50 shares indirectly acquired for the account of the reporting person under the ISP since the date of the reporting person's most recent filing on Form 4 in transactions exempt from reporting under Rule 16a-3(f)(1)(i)(B). 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. The reporting person no longer has a reportable beneficial interest in 40 shares of PNC common stock owned by her daughter and included in the reporting person's prior ownership reports.

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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