Sec Form 4 Filing - Van Wyk Steven C. @ PNC FINANCIAL SERVICES GROUP, INC. - 2020-02-15

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
Van Wyk Steven 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)
02/15/2020
(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 02/15/2020 A( 1 ) 1,585 A $ 154.13 32,337 D
$5 Par Common Stock 02/15/2020 F( 2 ) 683 D $ 154.13 31,654 D
$5 Par Common Stock 02/16/2020 A( 3 ) 1,945 A $ 154.13 33,599 D
$5 Par Common Stock 02/16/2020 F( 4 ) 885 D $ 154.13 32,714 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
Van Wyk Steven C.
THE TOWER AT PNC PLAZA
300 FIFTH AVENUE
PITTSBURGH, PA15222-2707
Executive Vice President
Signatures
Alicia G. Powell, Attorney-in-Fact for Steven C. Van Wyk 02/19/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 15, 2020, 1,585 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of restricted stock units granted to the reporting person on February 15, 2018 (the "2018 RSUs"), following approval by the Personnel and Compensation Committee (the "Committee") of a payout of 100% based on the satisfaction of the reporting person's service requirements and achievement against the risk-based performance criteria established under the award. Pursuant to the award, the 2018 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.
( 2 )Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2018 RSUs.
( 3 )On February 16, 2020, 1,945 shares of PNC common stock vested pursuant to an award of performance-based restricted share units granted to the reporting person on February 16, 2017 (the "2017 PRSUs"), following approval by the Committee of a payout of 125.00% based on achievement against performance criteria established under the award. Pursuant to the award, the 2017 PRSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.
( 4 )Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2017 PRSUs.

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).
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