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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common Stock	M	4273	$0.00	Acquired	196215	Direct
2016-02-19	Common Stock	D	4273	$68.25	Disposed	191942	Direct
2016-02-19	Common Stock	M	4273	$0.00	Acquired	196215	Direct
2016-02-19	Common Stock	F	1911	$68.25	Disposed	194304	Direct
2016-02-19	Common Stock	M	4093	$0.00	Acquired	198397	Direct
2016-02-19	Common Stock	D	4093	$68.25	Disposed	194304	Direct
2016-02-19	Common Stock	M	4093	$0.00	Acquired	198397	Direct
2016-02-19	Common Stock	F	1830	$68.25	Disposed	196567	Direct
2016-02-19	Common Stock	M	4308	$0.00	Acquired	200875	Direct
2016-02-19	Common Stock	D	4308	$68.25	Disposed	195567	Direct
2016-02-19	Common Stock	M	4308	$0.00	Acquired	200875	Direct
2016-02-19	Common Stock	F	1926	$68.25	Disposed	198949	Direct
2016-02-19	Common Stock	M	3810	$0.00	Acquired	202759	Direct
2016-02-19	Common Stock	D	3810	$68.25	Disposed	198949	Direct
2016-02-19	Common Stock	M	3809	$0.00	Acquired	202758	Direct
2016-02-19	Common Stock	F	1703	$68.25	Disposed	201055	Direct
2016-02-19	Common Stock	A	1529	$0.00	Acquired	202584	Direct
2016-02-19	Common Stock	F	722	$68.25	Disposed	201862	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	Restricted Stock Units	$	D	8546	Disposed		Common Stock (8546)	Direct
2016-02-19	Restricted Stock Units	$	D	8186	Disposed		Common Stock (8186)	Direct
2016-02-19	Restricted Stock Units	$	D	8616	Disposed		Common Stock (8616)	Direct
2016-02-19	Restricted Stock Units	$	D	7619	Disposed		Common Stock (7619)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1664	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 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.

F5: 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.

F6: 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.

F7: 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.