- Statement of Changes in Beneficial Ownership (4)
March 13 2012 - 5:34PM
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
*
ROHR JAMES E
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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)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman and CEO
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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)
3/9/2012
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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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3/9/2012
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M
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73832
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A
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$53.03
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244990
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D
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$5 Par Common Stock
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3/9/2012
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M
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71643
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A
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$53.895
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316633
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D
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$5 Par Common Stock
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3/9/2012
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S
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145475
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D
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$59.53
(1)
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171158
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D
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$5 Par Common Stock
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36867
(2)
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I
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401(k) Plan
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$5 Par Common Stock
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3555
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I
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By 2005 GRAT
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$5 Par Common Stock
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58200
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I
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By Spouse/Trust
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$5 Par Common Stock
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516
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I
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By Daughter
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$5 Par Common Stock
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66564
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I
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By Daughter's Irrevocable Trust
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$5 Par Common Stock
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242509
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I
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By Revocable Trust
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$5 Par Common Stock
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8612
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I
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By 2010 GRAT
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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) Reload Option
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$53.03
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3/9/2012
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M
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73832
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4/29/2006
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1/3/2013
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$5 Par Common Stock
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73832
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$
0
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0
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D
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Employee Stock Option (Right-to-Buy)
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$53.895
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3/9/2012
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M
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71643
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1/8/2005
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1/3/2013
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$5 Par Common Stock
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71643
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$
0
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0
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D
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Explanation of Responses:
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(
1)
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Represents the weighted average price of shares sold in multiple transactions with prices ranging from $59.30 to $59.67. The reporting person undertakes to provide upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price.
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(
2)
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The amount of securities beneficially owned represents the number of shares of common stock indirectly held for the account of the reporting person under The PNC Financial Services Group, Inc. ("PNC") Incentive Savings Plan (the "ISP"). Shares of PNC common stock are not directly allocated to ISP participants, but instead are held in a unitized fund, approximately 98% of which consists of PNC common stock, and the remainder of which is invested in a money market fund. The amount of securities beneficially owned reflects 4 shares indirectly acquired for the account of the reporting person under the ISP in transactions exempt from reporting under Rule 16a-3(f)(1)(i)(B) that occurred subsequent to the date of the reporting person's most recent filing on Form 4 providing Table I information. The percentage of assets in the unitized fund investment option that are deemed to be invested in PNC common stock may vary from time to time.
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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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ROHR JAMES E
ONE PNC PLAZA
249 FIFTH AVENUE
PITTSBURGH, PA 15222-2707
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X
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Chairman and CEO
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Signatures
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George P. Long, III Attorney-in-Fact for James E. Rohr
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3/13/2012
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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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