PNC FINANCIAL SERVICES GROUP, INC. — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PNC FINANCIAL SERVICES GROUP, INC. (PNC)
CIK: 0000713676
Period of Report: 2017-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-11	$5 Par Common Stock	A	3597	$0.00	Acquired	79262	Direct
2017-02-11	$5 Par Common Stock	F	1855	$123.10	Disposed	77407	Direct
2017-02-13	$5 Par Common Stock	A	2621	$0.00	Acquired	80028	Direct
2017-02-13	$5 Par Common Stock	F	1352	$124.42	Disposed	78676	Direct
2017-02-13	$5 Par Common Stock	A	3032	$0.00	Acquired	81708	Direct
2017-02-13	$5 Par Common Stock	F	1564	$124.49	Disposed	80144	Direct

Footnotes

F1: On February 11, 2017, 3,597 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 26, 2017 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 11, 2016 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

F2: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 11, 2017 and granted on February 11, 2016.

F3: On February 13, 2017, 2,621 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 26, 2017 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 13, 2015 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

F4: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2017 and granted on February 13, 2015.

F5: On February 13, 2017, 3,032 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 26, 2017 of a payout of 125% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 13, 2014 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

F6: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2017 and granted on February 13, 2014.