SEC FORM 4

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^*

ROHR JAMES E

(Last)

(First)

(Middle)

ONE PNC PLAZA

249 FIFTH AVENUE

(Street)

PITTSBURGH

15222-2707

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
$5 Par Common Stock	01/03/2012		M⁽¹⁾		273,000	A	$57.1	466,777⁽²⁾	D
$5 Par Common Stock	01/03/2012		S⁽¹⁾		273,000	D	$59.25	193,777	D
$5 Par Common Stock	06/02/2011		G	V	4,686	A	$0.00	26,006	I	By Daughter's Irrevocable Trust
$5 Par Common Stock	12/30/2011		G	V	40,558	A	$0.00	66,564	I	By Daughter's Irrevocable Trust
$5 Par Common Stock	06/02/2011		G	V	4,686	D	$0.00	9,372	I	By 2009 GRAT
$5 Par Common Stock	06/03/2011		G	V	4,686	D	$0.00	4,686	I	By 2009 GRAT
$5 Par Common Stock	06/06/2011		G	V	4,686	D	$0.00	0	I	By 2009 GRAT
$5 Par Common Stock	09/01/2011		G	V	121,674	D	$0.00	242,509⁽³⁾	I	By Revocable Trust
$5 Par Common Stock	09/01/2011		G	V	121,674	A	$0.00	121,674	I	By 2011 Irrevocable Term Trust
$5 Par Common Stock	12/30/2011		G	V	40,558	D	$0.00	81,116	I	By 2011 Irrevocable Term Trust
$5 Par Common Stock	12/30/2011		G	V	40,558	D	$0.00	40,558	I	By 2011 Irrevocable Term Trust
$5 Par Common Stock	12/30/2011		G	V	40,558	D	$0.00	0	I	By 2011 Irrevocable Term Trust
$5 Par Common Stock								36,681⁽⁴⁾	I	401(k) Plan
$5 Par Common Stock								3,555	I	By 2005 GRAT
$5 Par Common Stock								58,200	I	By Spouse/Trust
$5 Par Common Stock								516	I	By Daughter
$5 Par Common Stock								8,612	I	By 2010 GRAT

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right-to-Buy)	$57.1	01/03/2012		M⁽¹⁾			273,000	01/03/2003	01/03/2012	$5 Par Common Stock	273,000	$0.00	0	D

Explanation of Responses:

1. Stock option exercise and sale of underlying shares effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2011.

2. Includes an aggregate of 1033 shares acquired by the reporting person through dividend reinvestment under the Issuer's Dividend Reinvestment and Stock Purchase Plan subsequent to the date of the reporting person's most recent filing on Form 4.

3. The amount of securities shown reflects a distribution, on June 2, 2011, of 19,967 shares from the reporting person's 2009 Grantor Retained Annuity Trust, and a distribution, on June 8, 2011, of 7,663 shares from the reporting person's 2010 Grantor Retained Annuity Trust, in each case to the reporting person's revocable trust, in transactions exempt from reporting pursuant to Rule 16b-13.

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") 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 amount of securities beneficially owned reflects 678 shares indirectly acquired for the account of the reporting person under the ISP in transactions exempt from reporting under Rule 16a-3(f)(1)(i)(B) that occurred subsequent to the date of the reporting person's most recent filing on Form 4 providing Table I information. 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.

Remarks:

	George P. Long, III as Attorney-in-Fact for James E. Rohr	01/05/2012
	** 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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