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).
1. Name and Address of Reporting Person*
Staffieri Victor A

(Last) (First) (Middle)
TWO NORTH NINTH STREET

(Street)
ALLENTOWN PA 18101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PPL Corp [ PPL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President of a PPL Subsidiary
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2016
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)
Code V Amount (A) or (D) Price
Common Stock 01/22/2016 M 39,350.522 A $34.01 39,350.522 D
Common Stock 01/22/2016 F(1) 15,509 D $34.01 23,841.522 D
Common Stock 01/25/2016 M(2) 81,426 A $26.59 105,267.522 D
Common Stock 01/25/2016 S(2) 105,267 D $33.994(3)(4) 0.522 D
Common Stock 01/25/2016 M 33,917 A $33.23 33,917.522 D
Common Stock 01/25/2016 F(1) 17,010 D $33.23 16,907.522 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Unit (SIP) $0.00 01/22/2016 M 39,350.522(5) (6) (6) Common Stock 39,350.522(5) $0.00 0 D
Employee Stock Options (Right to Buy) $26.59 01/25/2016 M(2) 81,426 (7) 01/23/2023 Common Stock 81,426 $0.00 1 D
Performance Stock Unit (SIP) $0.00 01/25/2016 M 33,917(5) (8) (8) Common Stock 33,917(5) $0.00 0 D
Explanation of Responses:
1. Shares withheld by the Company at the request of the executive officer to pay taxes due following expiration of the applicable restriction period, under the terms of the Stock Incentive Plan (SIP).
2. Represents the exercise of 81,426 stock options and sale of underlying shares, and the sale of 23,841 shares of common stock pursuant to a 10b5-1 plan, dated February 6, 2015.
3. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
4. Represents the weighted average sales price for price increments ranging from $33.71 to $34.17.
5. Total includes the reinvestment of dividends.
6. The contractual vesting of these units was to occur on 01/24/2016, but because that occurred on a weekend, the actual vesting occurred on 01/25/2016, valued as of the close of market on 01/22/2016.
7. Represents the exercise of 81,426 stock options from a total grant of 228,147 options. The total grant of options vested in three installments on January 24, 2014, January 24, 2015 and January 24, 2016.
8. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), the underlying securities were earned (142.86%) based on the Company's performance relative to an industry peer group over a three-year performance period ending 12/31/2015. Determination of the percentage of the award earned was made by the Compensation, Governance and Nominating Committee on 01/21/2016 and calculation of the underlying shares to be delivered, net of withholding, was completed on 01/25/2016.
Remarks:
/s/Frederick C. Paine, as Attorney-In-Fact for Victor A. Staffieri 01/26/2016
** 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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