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PINNACLE WEST CAPITAL CORP Director's Dealing 2011

May 25, 2011

30576_dirs_2011-05-25_5b9fca6c-0829-4b69-95d9-b0dd5b5f8de9.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PINNACLE WEST CAPITAL CORP (PNW)
CIK: 0000764622
Period of Report: 2011-05-18

Reporting Person: FROETSCHER DANIEL T (VP, Energy Delivery, APS)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 7214 Direct
Common Stock 168 Indirect
Common Stock 1 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $ Common Stock (200) Direct
Restricted Stock Units $ Common Stock (1400) Direct
Restricted Stock Units $ Common Stock (1998) Direct
Restricted Stock Units $ Common Stock (2400) Direct
Restricted Stock Units $ Common Stock (3596) Direct

Footnotes

F1: The Restricted Stock Units vest and will be settled on February 17, 2012.

F2: Each Restricted Stock Unit is the economic equivalent of one share of the Company's common stock. The Restricted Stock Units will be settled, at the reporting person's election, in shares of comon stock or cash.

F3: The Restricted Stock Units vest and will be settled as follows: 700 will vest on each of February 17, 2012 and February 20, 2013.

F4: The Restricted Stock Units vest and will be settled as follows: 666 vest on each of February 17, 2012, February 20, 2013 and February 20, 2014.

F5: Each Restricted Stock Unit is the economic equivalent of one share of the Company's common stock. The Restricted Stock units will be settled, at the reporting person's election, in shares of common stock or 50% cash and 50% common stock.

F6: The Restricted Stock Units vest and will be settled in four equal, annual installments beginning on February 17, 2012 and thereafter on February 20 of each following year.

F7: The Restricted Stock Units will vest 50% on February 15, 2013, 25% on February 15, 2014 and 25% on February 15, 2015, and will be released to the reporting person upon his retirement or other separation from the Company.

F8: Each Restricted Stock Unit is the economic equivalent of one share of the Company's common stock. The Restricted Stock Units will be settled in shares of common stock.