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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock Unit | (1) | 12/29/2017 | M | 515 | 12/29/2017 | 12/29/2017 | $5 Par Common Stock | 515 | $ 0 | 4,116 (2) | I | Deferred Compensation Plan | |||
| Phantom Stock Unit | (1) | 12/29/2017 | M | 1,737 | 12/29/2017 | 12/29/2017 | $5 Par Common Stock | 1,737 | $ 0 | 22,362 (3) | I | Deferred Stock Unit Plan | |||
| Deferred Stock Unit | (4) | (4) | (4) | $5 Par Common Stock | 2,213 | 1,209 (5) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KELSON RICHARD B 1025 FIFTH AVENUE APT. 11A NORTH NEW YORK, NY 10028 |
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| Christi Davis, Attorney-in-Fact for Richard B. Kelson | 05/02/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | One phantom stock unit was the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") Common Stock. The units were settled in cash and distributed to the reporting person on the transaction date. |
| (2) | On January 3, 2018, the reporting person filed a Form 4 reporting 92 Phantom Stock Units acquired as a dividend equivalent under the PNC Deferred Compensation Plan. The correct number of Phantom Stock Units acquired as of December 29, 2017, was 71. |
| (3) | On January 3, 2018, the reporting person filed a Form 4 reporting 479 Phantom Stock Units acquired as a dividend equivalent under the PNC Outside Directors Differed Stock Unit Plan. The correct number of Phantom Stock Units acquired as of December 29, 2017, was 372. |
| (4) | Deferred stock unit ("DSU") granted pursuant to The PNC Financial Services Group, Inc. ("PNC") Directors Deferred Stock Unit Program (the "Program") under PNC's 2016 Incentive Award Plan. Each DSU represents the right to receive at retirement a share of PNC Common Stock (a "Share") or in limited circumstances cash equal to the fair market value of one Share on the payment determination date, pursuant to the terms of the Program. |
| (5) | Includes an aggregate of 12 Stock Units acquired by the reporting person as dividend equivalents under the PNC Directors Stock Unit Program subsequent to the date of the reporting person's most recent filing on Form 4. |
| Remarks: See attached footnotes page. | |