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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PPL Corp [ PPL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Unit (SIP) | (1) | 01/27/2022 | A | 12,985 | (2) | (2) | Common Stock | 12,985 | $0.00 | 12,985(3) | D | ||||
Performance Stock Unit (SIP) | (4) | 01/27/2022 | A | 25,970 | (4) | (4) | Common Stock | 25,970 | $0.00 | 25,970(5) | D | ||||
Performance Stock Unit (SIP) | (6) | 01/27/2022 | A | 12,985 | (6) | (6) | Common Stock | 12,985 | $0.00 | 12,985(5) | D | ||||
Performance Stock Unit (SIP) | (7) | 01/27/2022 | A | 12,985 | (7) | (7) | Common Stock | 12,985 | $0.00 | 12,985(5) | D | ||||
Performance Stock Unit (SIP) | (8) | 01/27/2022 | J(9) | 16,390.525(10) | (8) | (8) | Common Stock | 16,390.525(10) | $0.00 | 0(5) | D |
Explanation of Responses: |
1. No conversion or exercise price applies. Under the terms of the Stock Incentive Plan (SIP), a restricted stock unit converts to a share of common stock on the applicable vesting date. |
2. The units will vest on 01/27/2025. |
3. As of 01/31/2022, total restricted stock units beneficially owned is 31,040.563. This total includes the 01/23/2020 grant of 6,725.732 restricted stock units, the 01/21/2021 grant of 8,597.881 restricted stock units, and the 04/12/2021 grant of 2,731.95 restricted stock units, plus in each case, the incremental addition of restricted stock units credited to the original grant in amounts equal to dividend equivalents deemed earned on shares underlying such restricted stock units, and the 01/27/2022 grant of 12,985 restricted stock units. |
4. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), all, some or none of the underlying securities will be earned depending on the Company's performance relative to an industry peer group over a three-year performance period ending 12/31/2024. Determination of number of underlying securities that have been earned, if any, will be made by the Compensation Committee in January 2025. |
5. As of 01/31/2022, total performance units beneficially owned is 140,548.405. This total includes the 01/24/2019 grant of 16,390.525 performance units, the 01/23/2020 grants of 13,450.339 and 13,450.339 performance units, the 01/21/2021 grants of 17,194.701 and 17,194.701 performance units, and the 04/12/2021 grants of 5,463.9 and 5,463.9 performance units, plus in each case, the incremental addition of performance units credited to the original grant in amounts equal to dividend equivalents deemed earned on shares underlying such performance units, and the three 01/27/2022 grants of (a) 25,970, (b) 12,985, and (c) 12,985 performance units. |
6. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), all, some or none of the underlying securities will be earned depending on the Company's earnings growth over a three-year performance period ending 12/31/2024. Determination of number of underlying securities that have been earned, if any, will be made by the Compensation Committee in January 2025. |
7. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), all, some or none of the underlying securities will be earned depending on the Company's achievement of certain ESG-related metrics over a three-year performance period ending 12/31/2024. Determination of number of underlying securities that have been earned, if any, will be made by the Compensation Committee in January 2025. |
8. No conversion or exercise price or exercise or expiration date applies. |
9. The Company did not achieve the threshold percentile ranking in the applicable index to trigger share awards, therefore performance units based on TSR granted in 2019 will be paid out at 0%. |
10. Total includes the reinvestment of dividends. |
Remarks: |
/s/ W. Eric Marr, as Attorney-In-Fact for Gregory N. Dudkin | 01/31/2022 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |