PINNACLE WEST CAPITAL CORP — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PINNACLE WEST CAPITAL CORP (PNW)
CIK: 0000764622
Period of Report: 2014-02-18

Reporting Person: BEMENT ROBERT S (SVP, Site Ops PVNGS, APS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-18	Common Stock	A	1285	$0.00	Acquired	1285	Direct
2014-02-18	Common Stock	F	559	$54.84	Disposed	726	Direct
2014-02-18	Common Stock	A	162	$0.00	Acquired	888	Direct
2014-02-18	Common Stock	F	70	$54.84	Disposed	818	Direct
2014-02-18	Common Stock	G	818	$0.00	Disposed	0	Direct
2014-02-18	Common Stock	G	818	$0.00	Acquired	7601	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Units	$	A	2464	Acquired		Common Stock (2464)	Direct

Footnotes

F1: Shares acquired upon the vesting of a portion of the performance shares granted in 2011.

F2: Shares retained by the Company for the purpose of meeting tax withholding requirements. The recipient retained all other shares.

F3: Represents shares of common stock received by the individual in settlement of dividend rights that vested in connection with the performance shares that vested on February 18, 2014.

F4: The reporting person gifted the shares received on February 18, 2014 to a revocable family trust.

F5: 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 common stock or 50% in common stock and 50% in cash.

F6: The Restricted Stock Units vest and will be settled in four equal, annual installments beginning on February 20, 2015.