PINNACLE WEST CAPITAL CORP — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PINNACLE WEST CAPITAL CORP (PNW)
CIK: 0000764622
Period of Report: 2016-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common Stock	M	1188	$0.00	Acquired	1188	Direct
2016-02-19	Common Stock	F	466	$68.25	Disposed	722	Direct
2016-02-19	Common Stock	M	1432	$0.00	Acquired	2154	Direct
2016-02-19	Common Stock	F	561	$68.25	Disposed	1593	Direct
2016-02-19	Common Stock	M	1540	$0.00	Acquired	3133	Direct
2016-02-19	Common Stock	F	674	$68.25	Disposed	2459	Direct
2016-02-19	Common Stock	M	650	$0.00	Acquired	3109	Direct
2016-02-19	Common Stock	D	650	$68.25	Disposed	2459	Direct
2016-02-19	Common Stock	M	649	$0.00	Acquired	3108	Direct
2016-02-19	Common Stock	F	284	$68.25	Disposed	2824	Direct
2016-02-19	Common Stock	A	467	$0.00	Acquired	3291	Direct
2016-02-19	Common Stock	F	191	$68.25	Disposed	3100	Direct
2016-02-19	Common Stock	G	3100	$0.00	Disposed	0	Direct
2016-02-19	Common Stock	G	3100	$0.00	Acquired	55733	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	Restricted Stock Units	$	M	1188	Disposed		Common Stock (1188)	Direct
2016-02-19	Restricted Stock Units	$	M	1432	Disposed		Common Stock (1432)	Direct
2016-02-19	Restricted Stock Units	$	M	1540	Disposed		Common Stock (1540)	Direct
2016-02-19	Restricted Stock Units	$	M	1299	Disposed		Common Stock (1299)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2939	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 common stock or 50% in common stock and 50% in cash.

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 granted in connection with the 2012, 2013, 2014 and 2015 Restricted Stock Unit grants.

F4: The reporting person gifted the shares received on February 19, 2016 to a revocable family trust.

F5: The Restricted Stock Units award was granted and was effective in February 2012, and vests in four equal, annual installments beginning on February 20, 2013. Since February 20, 2016 was a Saturday, the Restricted Stock Units vested and were released on February 19, 2016.

F6: The Restricted Stock Units award was granted and was effective in February 2013, and vests in four equal, annual installments beginning on February 20, 2014. Since February 20, 2016 was a Saturday, the Restricted Stock Units vested and were released on February 19, 2016.

F7: The Restricted Stock Units award was granted and was effective in February 2014, and vests in four equal, annual installments beginning on February 20, 2015. Since February 20, 2016 was a Saturday, the Restricted Stock Units vested and were released on February 19, 2016.

F8: The Restricted Stock Units award was granted and was effective in February 2015, and vests in four equal, annual installments beginning on February 20, 2016. Since February 20, 2016 was a Saturday, the Restricted Stock Units vested and were released on February 19, 2016.