PG&E Corp — Director's Dealing 2020

Feb 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PG&E Corp (PCG)
CIK: 0001004980
Period of Report: 2020-02-21

Reporting Person: JOHNSON WILLIAM D (CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-21	Common Stock	A	96240	—	Acquired	127653	Direct
2020-02-21	Common Stock	F	39346	$17.92	Disposed	88307	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-21	Stock Option (Right to Buy)	$25.00	A	272266	Acquired	2023-08-14	Common Stock (272266)	Direct
2020-02-21	Stock Option (Right to Buy)	$40.00	A	340333	Acquired	2023-08-14	Common Stock (340333)	Direct
2020-02-21	Stock Option (Right to Buy)	$50.00	A	363022	Acquired	2024-08-14	Common Stock (363022)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1022.4	Indirect

Footnotes

F1: Vested performance shares granted under the PG&E Corporation 2014 Long-Term Incentive Plan for the performance cycle ended 12/31/2019. Performance shares are payable in shares of PG&E Corporation common stock on a one-for-one basis. These performance shares were awarded in accordance with equity incentive compensation arrangements disclosed in Form 8-Ks dated 4/10/2019 and 6/14/2019.

F2: Represents the approximate number of shares of PG&E Corporation common stock held for the reporting person in the PG&E Corporation Stock Fund of the PG&E Corporation Retirement Savings Plan (RSP). That fund holds units consisting of PG&E Corporation common stock and a small short-term investments component. The number of shares is computed by dividing the value of the units by the daily closing price. Dividends are automatically invested in additional units at the election of the participant. These holdings have been trued up to conform to the RSP balance as of 2/21/20.

F3: On August 14, 2019, the reporting person was granted an option to purchase 800,000 shares of common stock. The option vests in three equal installments and the number of options that the reporting person is entitled to exercise is based on the Compensation Committee's certification of the extent to which certain performance goals have been met for each of the fiscal years ending December 31, 2019, 2020, and 2021. These performance-based option awards were made in accordance with equity incentive compensation arrangements disclosed in Form 8-Ks dated 4/10/2019 and 6/14/2019.

F4: On August 14, 2019, the reporting person was granted an option to purchase 1,000,000 shares of common stock. The option vests in three equal installments and the number of options that the reporting person is entitled to exercise is based on the Compensation Committee's certification of the extent to which certain performance goals have been met for each of the fiscal years ending December 31, 2019, 2020, and 2021. These performance-based option awards were made in accordance with equity incentive compensation arrangements disclosed in Form 8-Ks dated 4/10/2019 and 6/14/2019.

F5: On August 14, 2019, the reporting person was granted an option to purchase 1,066,667 shares of common stock. The option vests in three equal installments and the number of options that the reporting person is entitled to exercise is based on the Compensation Committee's certification of the extent to which certain performance goals have been met for each of the fiscal years ending December 31, 2019, 2020, and 2021. These performance-based option awards were made in accordance with equity incentive compensation arrangements disclosed in Form 8-Ks dated 4/10/2019 and 6/14/2019.