- Statement of Changes in Beneficial Ownership (4)
February 13 2009 - 6:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
JOHNSON RICHARD J
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2. Issuer Name
and
Ticker or Trading Symbol
PNC FINANCIAL SERVICES GROUP INC
[
PNC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP & Chief Financial Officer
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(Last)
(First)
(Middle)
ONE PNC PLAZA, 249 FIFTH AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2009
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(Street)
PITTSBURGH, PA 15222-2707
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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$5 Par Common Stock
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2/12/2009
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A
(1)
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24279
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A
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$0.00
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44729
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D
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$5 Par Common Stock
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2/12/2009
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A
(2)
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8000
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A
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$0.00
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52729
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D
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$5 Par Common Stock
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7/24/2008
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J
(3)
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V
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10
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A
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$69.92
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1049
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I
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401(k) Plan
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$5 Par Common Stock
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10/24/2008
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J
(3)
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V
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12
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A
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$56.25
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1061
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I
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401(k) Plan
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$5 Par Common Stock
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1/26/2009
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J
(3)
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V
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24
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A
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$29.945
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1085
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I
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401(k) Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right-to-Buy)
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$31.07
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2/12/2009
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A
(4)
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72600
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2/12/2010
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2/12/2019
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$5 Par Common Stock
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72600
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$0.00
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72600
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D
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Phantom Stock Unit
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(5)
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4/24/2008
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J
(6)
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V
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9
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(7)
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(7)
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$5 Par Common Stock
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9
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$65.955
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929
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I
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Supplemental Incentive Savings Plan
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Phantom Stock Unit
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(5)
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7/24/2008
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J
(6)
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V
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9
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(7)
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(7)
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$5 Par Common Stock
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9
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$69.92
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938
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I
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Supplemental Incentive Savings Plan
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Phantom Stock Unit
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(5)
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10/24/2008
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J
(6)
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V
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11
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(7)
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(7)
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$5 Par Common Stock
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11
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$56.25
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949
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I
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Supplemental Incentive Savings Plan
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Phantom Stock Unit
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(5)
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1/26/2009
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J
(6)
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V
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21
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(7)
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(7)
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$5 Par Common Stock
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21
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$29.945
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970
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I
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Supplemental Incentive Savings Plan
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Phantom Stock Unit
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(5)
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4/24/2008
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J
(8)
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V
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50
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(7)
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(7)
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$5 Par Common Stock
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50
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$65.955
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5096
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I
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Deferred Compensation Plan
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Phantom Stock Unit
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(5)
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7/24/2008
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J
(8)
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V
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48
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(7)
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(7)
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$5 Par Common Stock
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48
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$69.92
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5144
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I
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Deferred Compensation Plan
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Phantom Stock Unit
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(5)
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10/24/2008
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J
(8)
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V
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60
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(7)
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(7)
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$5 Par Common Stock
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60
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$56.25
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5204
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I
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Deferred Compensation Plan
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Phantom Stock Unit
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(5)
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1/26/2009
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J
(8)
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V
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115
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(7)
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(7)
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$5 Par Common Stock
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115
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$29.945
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5319
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I
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Deferred Compensation Plan
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Explanation of Responses:
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(
1)
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Restricted stock granted in lieu of cash, pursuant to an award made under the PNC 2006 Incentive Award Plan.
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(
2)
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On January 20, 2006, the Personnel and Compensation Committee of the PNC Board of Directors granted an incentive performance unit opportunity to the reporting person. The grant was expressed as a "target" number of share units, and was adjusted for dividend equivalents over the three-year 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 the performance criteria exceeds the target level). PNC exceeded the target level performance criteria, which resulted in the vesting of 8,000 shares of PNC common stock.
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(
3)
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Dividend reinvestment shares acquired.
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(
4)
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Grant of stock options subject to the precondition of an appropriate agreement, signed by the parties. Options generally become exercisable in three equal annual installments, beginning one year after the date of grant.
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(
5)
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One phantom stock unit is the economic equivalent of one share of PNC Common Stock.
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(
6)
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Phantom Stock Units received as dividend equivalents under the PNC Supplemental Incentive Savings Plan.
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(
7)
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Phantom Stock Units will be settled in cash upon distribution from the reporting person's plan account and generally do not expire.
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(
8)
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Phantom Stock Units received as dividend equivalents under the PNC Deferred Compensation Plan.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JOHNSON RICHARD J
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PA 15222-2707
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EVP & Chief Financial Officer
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Signatures
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Lori A. Hasselman, Attorney-in-Fact for Richard J. Johnson
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2/13/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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