Sec Form 4 Filing - Thompson Paul W @ PPL Corp - 2017-01-26

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 Thompson Paul W 2. Issuer Name and Ticker or Trading Symbol PPL Corp [ PPL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President of a PPL Subsidiary (Last) (First) (Middle) TWO NORTH NINTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2017 (Street) ALLENTOWN, PA18101 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 Common Stock 01/27/2017 M 7,096 A $ 34.41 13,550 D Common Stock 01/27/2017 F( 1 ) 2,523 D $ 34.41 11,027 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 Stock Unit (SIP) ( 2 ) 01/26/2017 A 4,287 ( 3 ) ( 3 ) Common Stock 4,287 $ 0 4,287 ( 4 ) D Performance Stock Unit (SIP) ( 5 ) 01/26/2017 A 12,860 ( 5 ) ( 5 ) Common Stock 12,860 $ 0 12,860 ( 6 ) D Performance Stock Unit (SIP) ( 7 ) 01/26/2017 A 4,287 ( 7 ) ( 7 ) Common Stock 4,287 $ 0 4,287 ( 6 ) D Performance Stock Unit (ICPKE) $ 0 01/27/2017 M 7,096 ( 8 ) ( 9 ) ( 9 ) Common Stock 7,096 ( 8 ) $ 0 0 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thompson Paul W TWO NORTH NINTH STREET ALLENTOWN, PA18101 President of a PPL Subsidiary Signatures /s/Frederick C. Paine, as Attorney-In-Fact for Paul W. Thompson. 01/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld by the company at the request of the executive officer to pay taxes due following expiration of the applicable restriction period, under the terms of the Incentive Compensation Plan for Key Employees (ICPKE). ( 2 )No conversion or exercise price applies. Under the terms of the Stock Incentive Plan (SIP), a restricted stock unit converts to a share of common stock on the applicable vesting date. ( 3 )The units will vest on 01/26/2020. ( 4 )As of 01/30/2017, the total restricted stock units beneficially owned is 25,769. This total includes the 01/22/2015 grant of 8,668 restricted stock units, 01/21/2016 grant of 8,478 restricted stock units, 01/03/2017 grant of 4,336 restricted stock units and the 01/26/2017 grant of 4,287 restricted stock units. ( 5 )No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), all, some or none of the underlying securities will be earned depending on the Company's performance relative to an industry peer group over a three-year performance period ending 12/31/2019. Determination of number of underlying securities that have been earned, if any, will be made by the Compensation, Governance and Nominating Committee in January 2020. ( 6 )As of 01/30/2017, total performance units beneficially owned is 53,398.336. This total includes the 01/22/2015 grant of 9,539.30 performance units, 01/21/2016 grant of 9,368.036 performance units and the 01/03/2017 grants of 17,344 performance units, plus in the case of the 01/22/2015 and 01/21/2016 grants, the incremental addition of performance units credited to the original grant in amounts equal to dividend equivalents deemed earned on shares underlying such performance units, and the 01/26/2017 grants of 12,860 and 4,287 performance units. ( 7 )No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), all, some or none of the underlying securities will be earned depending on the Company's return on equity over a three-year performance period ending December 31, 2019. Determination of number of underlying securities that have been earned, if any, will be made by the Compensation, Governance and Nominating Committee in January 2020. ( 8 )Total includes the reinvestment of dividends. ( 9 )No conversion or exercise price or exercise or expiration date applies. Under the terms of the Incentive Compensation Plan for Key Employees (ICPKE), the underlying securities were earned (62%) based on the Company's performance relative to an industry peer group over a three-year performance period ending 12/31/2016. Determination of the percentage of the award earned was made by the Compensation, Governance and Nominating Committee on 01/26/2017 and calculation of the underlying shares to be delivered, net of withholding, was completed on 01/27/2017.

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