0001209191-18-010304.txt : 20180215 0001209191-18-010304.hdr.sgml : 20180215 20180215151148 ACCESSION NUMBER: 0001209191-18-010304 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180213 FILED AS OF DATE: 20180215 DATE AS OF CHANGE: 20180215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEMCHAK WILLIAM S CENTRAL INDEX KEY: 0001198053 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09718 FILM NUMBER: 18617440 MAIL ADDRESS: STREET 1: THE TOWER AT PNC PLAZA STREET 2: 300 FIFTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222-2707 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PNC FINANCIAL SERVICES GROUP, INC. CENTRAL INDEX KEY: 0000713676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251435979 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: THE TOWER AT PNC PLAZA STREET 2: 300 FIFTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222-2401 BUSINESS PHONE: 412-762-2000 MAIL ADDRESS: STREET 1: THE TOWER AT PNC PLAZA STREET 2: 300 FIFTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222-2401 FORMER COMPANY: FORMER CONFORMED NAME: PNC FINANCIAL SERVICES GROUP INC DATE OF NAME CHANGE: 20000327 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP DATE OF NAME CHANGE: 19930505 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP /PA/ DATE OF NAME CHANGE: 19930428 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-02-13 0 0000713676 PNC FINANCIAL SERVICES GROUP, INC. PNC 0001198053 DEMCHAK WILLIAM S THE TOWER AT PNC PLAZA 300 FIFTH AVENUE PITTSBURGH PA 15222-2707 0 1 0 0 President/CEO $5 Par Common Stock 2018-02-13 4 A 0 11555 0.00 A 510905 D $5 Par Common Stock 2018-02-13 4 F 0 5256 152.27 D 505649 D $5 Par Common Stock 2018-02-13 4 A 0 11772 0.00 A 517421 D $5 Par Common Stock 2018-02-13 4 F 0 5354 153.29 D 512067 D $5 Par Common Stock 2124 I 401(k) Plan On February 13, 2018, 11,555 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 29, 2018 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. Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2018 and granted on February 13, 2014. On February 13, 2018, 11,772 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 29, 2018 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. Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2018 and granted on February 13, 2015. 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 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. See attached footnotes page. Christi Davis, Attorney-in-Fact for William S. Demchak 2018-02-15 EX-24.4_769211 2 poa.txt POA DOCUMENT POWER OF ATTORNEY For Executing SEC Forms 3, 4 and 5 Know all by these present, that the undersigned hereby constitutes and appoints each of Erin Brentin, Michelle T. Calderone, Christi Davis, Patricia A. Hackett, Edward S. Rosenthal and Rachel L. Smydo signing singly, the undersigned's true and lawful attorneys-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a Section 16 officer and/or director of The PNC Financial Services Group, Inc. (the "Corporation"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve or deem necessary or appropriate, in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Corporation assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of March, 2016. /s/ William S. Demchak