PINNACLE WEST CAPITAL CORP — Director's Dealing 2012

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PINNACLE WEST CAPITAL CORP (PNW)
CIK: 0000764622
Period of Report: 2012-12-19

Reporting Person: BRANDT DONALD E (Director, Chairman, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-19	Restricted Stock Units	$	A	50617	Acquired		Common Stock (50617)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

F2: The restricted stock units set forth in Table II above (the "Baseline RSUs") will vest and will be paid in shares of the Company's common stock on December 31, 2016 or promptly thereafter, provided that Mr. Brandt remains employed with the Company until the vesting date. Mr. Brandt may receive up to an additional 33,745 shares of the Company's common stock pursuant to restricted stock units (the "Additional RSUs") that were granted to Mr. Brandt contemporaneously with the Baseline RSUs if certain performance requirements are met. If the Company pays dividends on its common stock, both the Baseline RSUs and the Additional RSUs will be credited with dividend equivalents, and such dividend equivalents will be reinvested in shares of the Company's common stock and will vest and be paid at the same time, and subject to the same terms and conditions, as the underlying restricted stock units.