PNC FINANCIAL SERVICES GROUP, INC. — Director's Dealing 2015

Jan 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PNC FINANCIAL SERVICES GROUP, INC. (PNC)
CIK: 0000713676
Period of Report: 2015-01-28

Reporting Person: Parsley E William III (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	$5 Par Common Stock	A	10563	$0.00	Acquired	77811	Direct
2015-01-28	$5 Par Common Stock	F	5448	$84.925	Disposed	72363	Direct

Footnotes

F1: On January 28, 2015, 10,563 shares of PNC common stock vested after the Personnel and Compensation Committee approved a payout of 88.88% based on performance against established criteria of previously granted incentive performance units to the reporting person. The grant was made on February 7, 2012 and expressed as a target number of share units with an adjustment for phantom dividends over the February 7, 2012 to December 31, 2014 performance period. Subject to the Committee's discretion, the reporting person is eligible to receive shares of PNC common stock (if PNC meets specified performance criteria up to the target level) and/or cash (if performance criteria exceeds the target level).

F2: Represents shares withheld to cover the reporting person's tax liability in connection with the incentive performance unit opportunity awarded on January 28, 2015 and granted on February 7, 2012.