Parsley E William III

SEC source: 0001209191-20-010287 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 96,218

F1 · kind: On February 13, 2020, 5,762 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 13, 2019 (the "2019 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 2019 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

SEC source: 0001209191-20-009116 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,456

F2 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2016 PRSUs.

SEC source: 0001209191-20-009116 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 92,218

F1 · kind: On February 11, 2020, 3,598 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of performance-based restricted share units granted to the reporting person on February 11, 2016 (the "2016 PRSUs"), following approval by the Personnel and Compensation Committee of a payout of 125.00% based on achievement against performance criteria established under the award. Pursuant to the award, the 2016 PRSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

SEC source: 0001209191-19-059219 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 88,620

F1 · price: Represents the weighted average price of shares sold in multiple transactions with prices ranging from $149.5000 to $149.5050. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, The PNC Financial Services Group, Inc. ("PNC") or any security holder of PNC, upon request, full information regarding the number of shares sold at each separate price.

SEC source: 0001209191-19-011468 · doc4.xml · nonDerivative · entry 4

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 108,620

F4 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the shares of PNC common stock that vested on February 16, 2019 pursuant to the award of performance based restricted share units granted on February 16, 2017.

SEC source: 0001209191-19-011468 · doc4.xml · nonDerivative · entry 3

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 109,761

F3 · kind: On February 16, 2019, 2,329 shares of PNC common stock vested following approval by the Committee on January 30, 2019 of a payout of 83.02% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The shares vested pursuant to an award granted on February 16, 2017, expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Pursuant to the award, the share units pay out, if at all, in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target) based on PNC total shareholder return for the prior fiscal year.

SEC source: 0001209191-19-011468 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 107,432

F2 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the shares of PNC common stock that vested on February 15, 2019 pursuant to the award of restricted share units granted on February 15, 2018.

SEC source: 0001209191-19-011468 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 109,761

F1 · kind: On February 15, 2019, 4,754 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested following approval by the Personnel and Compensation Committee of the PNC Board of Directors (the "Committee") on January 30, 2019 of a payout of 100% based on the satisfaction of the reporting person's service requirements and the organization's risk-based performance against established criteria as of the last day of the performance year. The shares vested pursuant to an award granted on February 15, 2018, expressed as a number of share units, with payout contingent on achievement of risk-related performance criteria. Pursuant to the award, the share units pay out, if at all, in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash. Subject to the Committee's discretion, the number of share units may be reduced (down to 0%) but may not exceed 100%.

SEC source: 0001209191-19-010730 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,007

F2 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the shares of PNC common stock that vested on February 13, 2019 pursuant to the award of performance based restricted share units granted on February 13, 2015.

SEC source: 0001209191-19-010730 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,860

F1 · kind: On February 13, 2019, 1,741 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested following approval by the Personnel and Compensation Committee of the PNC Board of Directors (the "Committee") on January 30, 2019 of a payout of 83.02% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The shares vested pursuant to an award granted on February 13, 2015, expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Pursuant to the award, the share units pay out, if at all, in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target) based on PNC total shareholder return for the prior fiscal year.

SEC source: 0001209191-19-009936 · doc4.xml · nonDerivative · entry 4

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 104,272

F4 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the shares of PNC common stock that vested on February 12, 2019 pursuant to the award of incentive performance units granted on February 11, 2016.

SEC source: 0001209191-19-009936 · doc4.xml · nonDerivative · entry 3

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 110,057

F3 · kind: On February 12, 2019, 11,813 shares of PNC common stock vested following approval by the Committee on the same date of a payout of 102.61% based on performance against established criteria of previously granted incentive performance units to the reporting person. The shares vested pursuant to an award granted on February 11, 2016, expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Pursuant to the award, the share units pay out, if at all, in shares of PNC common stock up to the target amount and in cash for the amount above target, and any accrued dividend equivalents are paid out in cash.

SEC source: 0001209191-19-010640 · doc4a.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 104,119

F1 · balance_after: The previously filed Form 4 is being amended to correct an inadvertent error in (i) the number of shares that vested pursuant to the award of incentive performance units, (ii) the number of shares withheld for taxes upon vesting of the incentive performance units and (iii) the amount of securities beneficially owned following the reported transactions.

SEC source: 0001209191-19-010640 · doc4a.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 109,757

SEC source: 0001209191-19-009936 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 98,244

F2 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the shares of PNC common stock that vested on February 11, 2019 pursuant to the award of performance based restricted share units granted on February 11, 2016.

SEC source: 0001209191-19-009936 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 99,414

F1 · kind: On February 11, 2019, 2,389 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested following approval by the Personnel and Compensation Committee of the PNC Board of Directors (the "Committee") on January 30, 2019 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The shares vested pursuant to an award granted on February 11, 2016, expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Pursuant to the award, the share units pay out, if at all, in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target) based on PNC total shareholder return for the prior fiscal year.

SEC source: 0001209191-18-011868 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 97,025

F2 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 16, 2018 and granted on February 16, 2017.

SEC source: 0001209191-18-011868 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 98,743

F1 · kind: On February 16, 2018, 3,507 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 29, 2018 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 16, 2017 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

SEC source: 0001209191-18-010760 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 95,236

F2 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the incentive performance unit opportunity awarded on February 14, 2018 and granted on February 13, 2015.

SEC source: 0001209191-18-010760 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 99,345

F1 · kind: On February 14, 2018, 8,389 shares of PNC common stock vested after the Personnel and Compensation Committee of the PNC Board of Directors approved a payout of 107.18% based on performance against established criteria of previously granted incentive performance units to the reporting person. The grant was made on February 13, 2015 and expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Subject to the Committee's discretion, the reporting person is eligible to receive shares pf PNC common stock (if PNC meets specific performance criteria up to the target level) and/or cash (if performance criteria exceeds the target level).

SEC source: 0001209191-18-010330 · doc4.xml · nonDerivative · entry 4

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,956

F4 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2018 and granted on February 13, 2015.

SEC source: 0001209191-18-010330 · doc4.xml · nonDerivative · entry 3

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 92,240

F3 · kind: On February 13, 2018, 2,621 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 29, 2018 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 13, 2015 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

SEC source: 0001209191-18-010330 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,619

F2 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2018 and granted on February 13, 2014.

SEC source: 0001209191-18-010330 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 91,105

F1 · kind: On February 13, 2018, 3,033 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 29, 2018 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 13, 2014 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

SEC source: 0001209191-18-009600 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 88,072

F2 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 11, 2018 and granted on February 11, 2016.

SEC source: 0001209191-18-009600 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,834

F1 · kind: On February 11, 2018, 3,597 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 29, 2018 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 11, 2016 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

SEC source: 0001209191-17-065147 · doc4.xml · derivative · entry 3

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,693

Underlying: $5 Par Common Stock · 46,307 shares

Expires 2019-02-12

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-17-065147 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 86,237

F1 · price: Represents the weighted average price of shares sold in multiple transactions with prices ranging from $143.35 to $143.57. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price.

SEC source: 0001209191-17-065147 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 132,544

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-17-063193 · doc4.xml · derivative · entry 3

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: $5 Par Common Stock · 25,000 shares

Expires 2018-07-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-17-063193 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 86,237

F1 · price: Represents the weighted average price of shares sold in multiple transactions with prices ranging from $138.38 to $139.325. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price.

SEC source: 0001209191-17-063193 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 111,237

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-17-012054 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 86,237

F2 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the incentive performance unit opportunity awarded on February 15, 2017 and granted on February 13, 2014.

SEC source: 0001209191-17-012054 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 91,219

F1 · kind: On February 15, 2017, 9,660 shares of PNC common stock vested after the Personnel and Compensation Committee approved a payout of 99.54% based on performance against established criteria of previously granted incentive performance units to the reporting person. The grant was made on February 13, 2014 and expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. Subject to the Committee's discretion, the reporting person is eligible to receive shares of PNC common stock (if PNC meets specified performance criteria up to the target level) and/or cash (if performance criteria exceeds the target level).

SEC source: 0001209191-17-011407 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,559

F2 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 14, 2017 and granted on February 14, 2013.

SEC source: 0001209191-17-011407 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 83,066

F1 · kind: On February 14, 2017, 2,922 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 26, 2017 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 14, 2013 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

SEC source: 0001209191-17-010672 · doc4.xml · nonDerivative · entry 6

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 80,144

F6 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2017 and granted on February 13, 2014.

SEC source: 0001209191-17-010672 · doc4.xml · nonDerivative · entry 5

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,708

F5 · kind: On February 13, 2017, 3,032 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 26, 2017 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 13, 2014 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

SEC source: 0001209191-17-010672 · doc4.xml · nonDerivative · entry 4

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 78,676

F4 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2017 and granted on February 13, 2015.

SEC source: 0001209191-17-010672 · doc4.xml · nonDerivative · entry 3

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 80,028

F3 · kind: On February 13, 2017, 2,621 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 26, 2017 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 13, 2015 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

SEC source: 0001209191-17-010672 · doc4.xml · nonDerivative · entry 2

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 77,407

F2 · kind: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 11, 2017 and granted on February 11, 2016.

SEC source: 0001209191-17-010672 · doc4.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,262

F1 · kind: On February 11, 2017, 3,597 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 26, 2017 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 11, 2016 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

SEC source: 0001209191-17-003612 · doc5.xml · nonDerivative · entry 1

Parsley E William III · CIK 0001499810 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,665