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PINNACLE WEST CAPITAL CORP Director's Dealing 2015

May 28, 2015

30576_dirs_2015-05-28_7500f388-8040-43fc-a235-6070f052d0aa.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: 2015-05-20

Reporting Person: GOMEZ BARBARA M (VP, Human Resources - APS)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2185 Indirect
Common Stock 5842 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Restricted Stock Units $ Common Stock (404) Direct
Restricted Stock Units $ Common Stock (820) Direct
Restricted Stock Units $ Common Stock (1236) Direct
Restricted Stock Units $ Common Stock (1560) Direct
Restricted Stock Units $ Common Stock (7192) Direct
Restricted Stock Units $ Common Stock (1303) Direct
Restricted Stock Units $ Common Stock (1608) Direct

Footnotes

F1: The shares are held in a revocable family trust.

F2: The Restricted Stock Units vest and will be settled on February 19, 2016.

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

F4: The Restricted Stock Units vest and will be settled as follows: 410 will vest on each of February 19, 2016 and February 17, 2017.

F5: The Restricted Stock Units vest and will be settled as follows: 412 will vest on each of February 19, 2016, February 17, 2017, and February 20, 2018.

F6: The Restricted Stock Units vest and will be settled as follows: 390 will vest on each of February 19, 2016, February 17, 2017, February 20, 2018, and February 20, 2019.

F7: The Restricted Stock Units vested 50% on February 15, 2013, 25% on February 14, 2014 and 25% on February 13, 2015, and vested shares will be released to the reporting person upon her 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.

F9: Additional Restricted Stock Units credited on each dividend payment date from the original date of the grant referenced in footnote 7 above, equal to the amount of such dividends paid on such date divided by the fair market value of one share of common stock on such date. The Restricted Stock Units vested 50% on February 15, 2013, 25% on February 14, 2014 and 25% on February 13, 2015, and vested shares will be released to the reporting person upon her retirement or other separation from the Company.

F10: The Restricted Stock Units will vest and be released on November 18, 2016 if Ms. Gomez is an employee on that date, or vests prorata upon her death or disability in the event of her death or disability prior to November 18, 2016.