Sec Form 4 Filing - SPENCE WILLIAM H @ PPL Corp - 2020-01-23

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 SPENCE WILLIAM H 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) Chairman and CEO (Last) (First) (Middle) TWO NORTH NINTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2020 (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 01/24/2020 M 35,193.685 A $ 36.53 204,950.359 ( 1 ) D Common Stock 01/24/2020 F( 2 ) 11,351 D $ 36.53 193,599.359 ( 1 ) D Common Stock 144.215 ( 1 ) I Held in trust pursuant to the Employee Stock Ownership Plan. Common Stock 12,824 I Held in trust for benefit of Mr. Spence's wife.

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 Securi ty: 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) ( 3 ) 01/23/2020 A 29,911 ( 4 ) ( 4 ) Common Stock 29,911 $ 0 29,911 ( 5 ) D Performance Stock Unit (SIP) ( 6 ) 01/23/2020 A 59,821 ( 6 ) ( 6 ) Common Stock 59,821 $ 0 59,821 ( 7 ) D Performance Stock Unit (SIP) ( 8 ) 01/23/2020 A 59,821 ( 8 ) ( 8 ) Common Stock 59,821 $ 0 59,821 ( 7 ) D Performance Stock Unit (SIP) ( 9 ) 01/23/2020 J( 10 ) 140,772.409 ( 1 ) ( 9 ) ( 9 ) Common Stock 140,772.409 ( 1 ) $ 0 0 ( 7 ) D Stock Unit (SIP) $ 0 01/24/2020 M 35,193.685 ( 1 ) ( 11 ) ( 11 ) Common Stock 35,193.685 ( 1 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPENCE WILLIAM H TWO NORTH NINTH STREET ALLENTOWN, PA18101 Chairman and CEO Signatures /s/Frederick C. Paine, as Attorney-In-Fact for William H. Spence 01/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Total includes the reinvestment of dividends. ( 2 )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 Stock Incentive Plan (SIP). ( 3 )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. ( 4 )The units will vest on 01/23/2023. ( 5 )As of 01/27/2020, total restricted stock units beneficially owned is 201,052.161. This total includes the 02/17/2017 grant of 97,885.199 restricted stock units, the 01/25/2018 grant of 36,805.946 restricted stock units, and the 01/24/2019 grant of 36,450.016 restricted stock units, plus in each case, the incremental addition of restricted stock units credited to the original grant in amounts equal to dividend equivalents deemed earned on shares underlying such restricted stock units, and the 01/23/2020 grant of 29,911 restricted stock units. ( 6 )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 12/31/2022. Determination of number of underlying securities that have been earned, if any, will be made by the Compensation Committee in January 2023. ( 7 )As of 01/27/2020, total performance units beneficially owned is 412,665.856. This total includes the 01/25/2018 grants of 73,611.895 and 73,611.895 performance units, and the 01/24/2019 grants of 72,900.033 and 72,900.033 performance units, plus in each case, 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 01/23/2020 grants of 59,821 and 59,821 performance units. ( 8 )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 12/31/2022. Determination of number of underlying securities that have been earned, if any, will be made by the Compensation Committee in January 2023. ( 9 )No conversion or exercise price or exercise or expiration date applies. ( 10 )Represents 0% payout of performance units granted in 2017 due to Company performance below minimum "total shareowner return" threshold at expiration of three-year performance period. ( 11 )The units vested on 01/24/2020.

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