X0306 4/A 2016-09-30 2016-10-04 0 0000713676 PNC FINANCIAL SERVICES GROUP, INC. PNC 0001237373 SHEPARD DONALD J THE TOWER AT PNC PLAZA 300 FIFTH AVENUE PITTSBURGH PA 15222-2707 1 0 0 0 Phantom Stock Unit 2016-10-03 4 A 0 452 89.40 A $5 Par Common Stock 452 17369 I Deferred Compensation Plan 2 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. The reporting person is amending this Form 4 to reflect the correct number of phantom stock units granted on October 3, 2016 under the PNC Deferred Compensation Plan. Includes an aggregate of 110 Phantom Stock Units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan subsequent to the date of the reporting person's most recent filing on Form 4. See attached footnotes page. Christi Davis, Attorney-in-Fact for Donald J. Shepard 2016-10-05