PINNACLE WEST CAPITAL CORP — Director's Dealing 2011

Feb 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PINNACLE WEST CAPITAL CORP (PNW)
CIK: 0000764622
Period of Report: 2011-02-18

Reporting Person: Falck David P (EVP, GC & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Common Stock	M	3250	—	Acquired	6773	Direct
2011-02-18	Common Stock	F	1302	$41.88	Disposed	5471	Direct
2011-02-18	Common Stock	M	3250	—	Acquired	8721	Direct
2011-02-18	Common Stock	F	1302	$41.88	Disposed	7419	Direct
2011-02-18	Common Stock	M	2331	—	Acquired	9750	Direct
2011-02-18	Common Stock	F	934	$41.88	Disposed	8816	Direct
2011-02-18	Common Stock	A	151	—	Acquired	8967	Direct
2011-02-18	Common Stock	F	61	$41.88	Disposed	8906	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-18	Restricted Stock Units	$	M	3250	Disposed		Common Stock (3250)	Direct
2011-02-18	Restricted Stock Units	$	M	3250	Disposed		Common Stock (3250)	Direct
2011-02-18	Restricted Stock Units	$	M	2331	Disposed		Common Stock (2331)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1165	Indirect

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's common stock or the cash equivalent.

F2: The minimum number of shares was retained by the Company solely for the purpose of meeting tax withholding requirements. The recipient retained all other shares.

F3: Each Restricted Stock Unit represents a contingent right to receive common stock or 50% cash and 50% common stock.

F4: Represents shares of common stock received by the recipient in settlement of dividend rights payable in common stock and granted in connection with the Restricted Stock Units granted in 2010.

F5: The Restricted Stock Units award was granted and effective in July 2009, and vests in three equal, annual installments beginning on February 20, 2010. Since February 20, 2011 was a Sunday, the Restricted Stock Units were released on February 18, 2011

F6: The Restricted Stock Units award was granted and effective in July 2009, and vests in four equal, annual installments beginning on February 20, 2010. Since February 20, 2011 was a Sunday, the Restricted Stock Units were released on February 18, 2011.

F7: The Restricted Stock Units award was granted and effective in January 2010, and vests in four equal, annual installments beginning on February 20, 2011. Since February 20, 2011 was a Sunday, the Restricted Stock Units were released on February 18, 2011.