Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GULDNER JEFFREY B.

(Last)

(First)

(Middle)

400 N. 5TH STREET

(Street)

PHOENIX

85004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PINNACLE WEST CAPITAL CORP [ PNW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2024		A		10,889⁽¹⁾	A	⁽¹⁾	60,093	D
Common Stock	02/20/2024		F⁽²⁾		4,687	D	$69.1	55,406	D
Common Stock	02/20/2024		A		1,735⁽³⁾	A	⁽³⁾	57,141	D
Common Stock	02/20/2024		F⁽²⁾		744	D	$69.1	56,397	D
Common Stock	02/20/2024		M		2,395⁽⁴⁾	A	⁽⁴⁾	58,792	D
Common Stock	02/20/2024		D		2,395	D	$69.1	56,397	D
Common Stock	02/20/2024		M		3,838⁽⁴⁾	A	⁽⁴⁾	60,235	D
Common Stock	02/20/2024		F⁽²⁾		1,555	D	$69.1	58,680	D
Common Stock	02/20/2024		M		5,179⁽⁵⁾	A	⁽⁵⁾	63,859	D
Common Stock	02/20/2024		D⁽⁶⁾		460	D	$69.1	63,399	D
Common Stock	02/20/2024		F⁽²⁾		1,912	D	$69.1	61,487	D
Common Stock	02/20/2024		M		5,171⁽⁵⁾	A	⁽⁵⁾	66,658	D
Common Stock	02/20/2024		D⁽⁶⁾		229	D	$69.1	66,429	D
Common Stock	02/20/2024		F⁽²⁾		2,118	D	$69.1	64,311	D
Common Stock	02/20/2024		A		612⁽⁷⁾	A	⁽⁷⁾	64,923	D
Common Stock	02/20/2024		F⁽²⁾		263	D	$69.1	64,660	D
Common Stock								132	I	by 401K

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	02/20/2024		M			2,395	⁽⁸⁾	⁽⁸⁾	Common Stock	2,395	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	02/20/2024		M			3,838	⁽⁹⁾	⁽⁹⁾	Common Stock	3,838	⁽⁴⁾	3,838	D
Restricted Stock Units	⁽⁵⁾	02/20/2024		M			5,179⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	5,179	⁽⁵⁾	10,353⁽¹²⁾	D
Restricted Stock Units	⁽⁵⁾	02/20/2024		M			5,171⁽¹³⁾	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	5,171	⁽⁵⁾	15,515⁽¹⁵⁾	D
Restricted Stock Units	⁽⁵⁾	02/20/2024		A		25,920		⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	25,920	⁽⁵⁾	25,920	D

Explanation of Responses:

1. Shares aquired upon the vesting of a portion of the performance shares granted in 2021 that were tied to the total shareholder return performance metric.

2. Shares retained by the Company for purpose of meeting tax withholding requirements. The receipient retained all other shares.

3. Represents shares of common stock received by the indididual in settlement of dividend rights that vested in connection with the performance shares that vested on February 20, 2024.

4. 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, atthe reporting person's election, in 100% shares of common stock, 50% in common stock and 50% in cash, or 100% in cash.

5. 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 settledeither in 100% shares of common stock or 100% in cash with respect to Restricted Stock Units received in connection with the settlement of divident equivalent rights.

6. Represents the cash settlement of Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

7. Represents shares of common stock received by the individual in settlement of dividend rights granted in connection with the 2021 Restricted Stock Unit grant.

8. The Restricted Stock Units award was granted and was effective in February 2020, and vests in four equal, annual installments beginning on February 20, 2021.

9. The Restricted Stock Units award was granted and was effective in February 2021, and vests and be settled in four equal, annual installments beginning on February 20, 2022.

10. The number of derivative securities in Column 5 includes 460 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividendequivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.

11. The Restricted Stock Units award was granted and was effective in February 2022, and vests in four equal, annual installments beginning on February 20, 2023.

12. Includes 915 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

13. The number of derivative securities in Column 5 includes 229 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividendequivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.

14. The Restricted Stock Units award was granted and was effective in February 2023, and vests in four equal, annual installments beginning on February 20, 2024.

15. Includes 689 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

16. The Restricted Stock Units award was granted and was effective in February 2024, and vests in four equal, annual installments beginning on February 20, 2025.

	/s/ Diane Wood, Attorney-in-Fact	02/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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