PINNACLE WEST CAPITAL CORP — Director's Dealing 2012

Feb 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PINNACLE WEST CAPITAL CORP (PNW)
CIK: 0000764622
Period of Report: 2012-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-17	Common Stock	M	3250	—	Acquired	19025	Direct
2012-02-17	Common Stock	F	1345	$47.86	Disposed	17680	Direct
2012-02-17	Common Stock	M	3250	—	Acquired	20930	Direct
2012-02-17	Common Stock	F	1302	$47.86	Disposed	19628	Direct
2012-02-17	Common Stock	M	2331	—	Acquired	21959	Direct
2012-02-17	Common Stock	F	934	$47.86	Disposed	21025	Direct
2012-02-17	Common Stock	M	2098	—	Acquired	23123	Direct
2012-02-17	Common Stock	F	841	$47.86	Disposed	22282	Direct
2012-02-17	Common Stock	A	336	—	Acquired	22618	Direct
2012-02-17	Common Stock	F	135	$47.86	Disposed	22483	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-17	Restricted Stock Units	$	M	3250	Disposed		Common Stock (3250)	Direct
2012-02-17	Restricted Stock Units	$	M	3250	Disposed		Common Stock (3250)	Direct
2012-02-17	Restricted Stock Units	$	M	2331	Disposed		Common Stock (2331)	Direct
2012-02-17	Restricted Stock Units	$	M	2098	Disposed		Common Stock (2098)	Direct
2012-02-22	Restricted Stock Units	$	A	6648	Acquired		Common Stock (6648)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1489	Indirect

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive 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.

F2: Shares retained by the Company 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 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 50% in common stock and 50% in cash.

F4: Represents shares of common stock received by the individual in settlement of dividend rights granted in connection with the 2010 and 2011 Restricted Stock Unit grants.

F5: The Restricted Stock Units award was granted and was effective in July 2009 and vests in three equal annual installments beginning on February 20, 2010. Since February 20, 2012 was a holiday, the Restricted Stock Units vested on February 17, 2012.

F6: The Restricted Stock Units award was granted and was effective in July 2009 and vests in four equal annual installments beginning on February 20, 2010. Since February 20, 2012 was a holiday, the Restricted Stock Units vested on February 17, 2012.

F7: The Restricted Stock Units award was granted and was effective in February 2010, and vests in four equal, annual installments beginning on February 20, 2011. Since February 20, 2012 was a holiday, the Restricted Stock Units vested and were released on February 17, 2012.

F8: The Restricted Stock Units award was granted and was effective in February 2011, and vests in four equal, annual installments beginning on February 20, 2012. Since February 20, 2012 was a holiday, the Restricted Stock Units vested and were released on February 17, 2012.

F9: The Restricted Stock Units vest and will be settled in four equal, annual installments beginning on February 20, 2013.