PINNACLE WEST CAPITAL CORP — Director's Dealing 2012

Jul 6, 2012

SEC Form 4/A — Form 4/A

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

Reporting Person: HATFIELD JAMES R (SVP, CFO, PNW & APS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-17	Common Stock	M	1000	—	Acquired	1000	Direct
2012-02-17	Common Stock	F	423	$47.86	Disposed	577	Direct
2012-02-17	Common Stock	M	875	—	Acquired	1452	Direct
2012-02-17	Common Stock	F	335	$47.86	Disposed	1117	Direct
2012-02-17	Common Stock	M	1066	—	Acquired	2183	Direct
2012-02-17	Common Stock	F	408	$47.86	Disposed	1775	Direct
2012-02-17	Common Stock	M	1499	—	Acquired	3274	Direct
2012-02-17	Common Stock	F	574	$47.86	Disposed	2700	Direct
2012-02-17	Common Stock	A	178	—	Acquired	2878	Direct
2012-02-17	Common Stock	F	69	$47.86	Disposed	2809	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-17	Restricted Stock Units	$	M	1000	Disposed		Common Stock (1000)	Direct
2012-02-17	Restricted Stock Units	$	M	875	Disposed		Common Stock (875)	Direct
2012-02-17	Restricted Stock Units	$	M	1066	Disposed		Common Stock (1066)	Direct
2012-02-17	Restricted Stock Units	$	M	1499	Disposed		Common Stock (1499)	Direct
2012-02-21	Restricted Stock Units	$	A	4752	Acquired		Common Stock (4752)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2321	Indirect
Common Stock	19664	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 persons election, in shares of common stock or cash.

F2: The Form 4 filed on February 22, 2012 incorrectly disclosed this number as 20,664, which included shares that were transferred to a family trust in 2011 and should have been reported as indirectly held. The remaining numbers in this column have been adjusted accordingly and the referenced shares held in the trust have been added at the bottom of Table 1.

F3: Shares retained by the Company for the purpose of meeting tax withholding requirements. The recipient retained all other shares.

F4: 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 persons election, in shares of common stock or 50% in common stock and 50% in cash.

F5: 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.

F6: The Restricted Stock Units award was granted and was effective in October 2008, and vests in four equal, annual installments beginning on February 20, 2009. Since February 20, 2012 was a holday, the Restricted Stock Units vested and were released on February 17, 2012.

F7: The Restricted Stock Units award was granted and was effective in February 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 and were released on February 17, 2012.

F8: 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.

F9: 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.

F10: The Restricted Stock Units vest and will be settled in four equal, annual installments beginning on February 20, 2013.