SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Esposito Orlando C.

(Last)

(First)

(Middle)

ONE PNC PLAZA

249 FIFTH AVE

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2013

3. Issuer Name and Ticker or Trading Symbol
PNC FINANCIAL SERVICES GROUP, INC. [ PNC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
$5 Par Common Stock	11,773	D
$5 Par Common Stock	4,036⁽¹⁾	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right-to-Buy)	01/22/2009⁽²⁾	01/22/2018	$5 Par Common Stock	4,000	$57.21	D
Employee Stock Option (Right-to-Buy)	02/12/2010⁽²⁾	02/12/2019	$5 Par Common Stock	4,500	$31.07	D
Employee Stock Option (Right-to-Buy)	01/25/2011⁽²⁾	01/25/2020	$5 Par Common Stock	12,000	$54.01	D
Employee Stock Option (Right-to-Buy)	02/09/2012⁽²⁾	02/09/2021	$5 Par Common Stock	16,000	$64.21	D
Employee Stock Option (Right-to-Buy)	01/23/2007⁽²⁾	01/23/2016	$5 Par Common Stock	1,200	$70.055	D
Employee Stock Option (Right-to-Buy)	01/06/2005⁽²⁾	01/06/2014	$5 Par Common Stock	1,200	$54.04	D
Employee Stock Option (Right-to-Buy) Reload Option	10/24/2006⁽²⁾	02/16/2010	$5 Par Common Stock	2,000	$58.645	D
Employee Stock Option (Right-to-Buy) Reload Option	01/25/2008⁽²⁾	01/06/2014	$5 Par Common Stock	1,110	$72.65	D
Phantom Stock Unit	⁽³⁾	⁽³⁾	$5 Par Common Stock	2,256	⁽³⁾	I	Deferred Compensation Plan
Phantom Stock Unit	⁽³⁾	⁽³⁾	$5 Par Common Stock	436⁽⁴⁾	⁽³⁾	I	Supplemental Incentive Savings Plan
Restricted Share Units	⁽⁵⁾	⁽⁵⁾	$5 Par Common Stock	576	⁽⁵⁾	D
Restricted Share Units	⁽⁶⁾	⁽⁶⁾	$5 Par Common Stock	247	⁽⁶⁾	D

Explanation of Responses:

1. 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.

2. Grant of stock options subject to the precondition of an appropriate agreement, signed by the parties. Options generally become exercisable in three equal annual installments, beginning one year after the date of grant.

3. One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") Common Stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire.

4. 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") Supplemental Incentive Savings Plan (the "SISP"). Shares of PNC common stock are not directly allocated to SISP 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.

5. Each Restricted Share Unit represents the contingent right to receive the cash value of one share of PNC common stock. The Restricted Share Units will vest in installments of 288 units on February 7, 2014 and 288 units on February 7, 2015.

6. Each Restricted Share Unit represents the contingent right to receive the cash value of one share of PNC common stock. The Restricted Share Units will vest on February 9, 2014.

Remarks:

	George P. Long, III Attorney-in-Fact for Orlando C. Esposito	04/10/2013
	** 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 5 (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.