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^*

BRANDT DONALD E

(Last)

(First)

(Middle)

400 NORTH FIFTH STREET

MS 8602

(Street)

PHOENIX

85004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PINNACLE WEST CAPITAL CORP [ PNW ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2017

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)
Common Stock	02/21/2017		M		59,039⁽¹⁾	A	$0.00⁽¹⁾	238,697	D
Common Stock	02/21/2017		F⁽²⁾		27,752	D	$79.77	210,945	D
Common Stock	02/21/2017		A		16,872⁽³⁾	A	$0.00⁽³⁾	227,817	D
Common Stock	02/21/2017		F⁽²⁾		7,931	D	$79.77	219,886	D
Common Stock	02/21/2017		A		2,806⁽⁴⁾	A	$0.00⁽⁴⁾	222,692	D
Common Stock	02/21/2017		F⁽²⁾		1,319	D	$79.77	221,373	D
Common Stock	02/21/2017		A		16,873⁽⁵⁾	A	$0.00⁽⁵⁾	238,246	D
Common Stock	02/21/2017		F⁽²⁾		7,939	D	$79.77	230,307	D
Common Stock	02/21/2017		A		2,806⁽⁶⁾	A	$0.00⁽⁶⁾	233,113	D
Common Stock	02/21/2017		F⁽²⁾		1,321	D	$79.77	231,792	D
Common Stock	02/21/2017		A		38,036⁽⁷⁾	A	$0.00⁽⁷⁾	269,828	D
Common Stock	02/21/2017		F⁽²⁾		17,896	D	$79.77	251,932	D
Common Stock	02/21/2017		A		3,738⁽⁸⁾	A	$0.00⁽⁸⁾	255,670	D
Common Stock	02/21/2017		F⁽²⁾		1,759	D	$79.77	253,911	D
Common Stock								1,717	I	by 401(K)

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)
Restricted Stock Units	⁽⁹⁾	02/21/2017		M			59,039	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	59,039	⁽⁹⁾	0	D
Restricted Stock Units	⁽¹¹⁾	02/21/2017		A		22,064		⁽¹²⁾	⁽¹²⁾	Common Stock	22,064	$0.00⁽¹¹⁾	22,064	D

Explanation of Responses:

1. Shares acquired in connection with 50,617 Restricted Stock Units ("RSUs") that were granted on 12/19/2012 and 8,422 RSUs that were granted in respect of related dividend equivalent rights over the vesting period. All such RSUs vested on 12/31/2016, and were settled through the issuance of common stock on 02/21/2017.

2. Shares retained by the Company for the purpose of meeting tax withholding requirements. The recipient retained all other shares.

3. Shares acquired in connection with RSUs granted on 12/19/2012 that were subject to the achievement of a performance goal relating to return on equity.

4. Represents shares of common stock received by the individual in settlement of RSUs that were granted in respect of dividend rights that vested in connection with the 16,872 shares acquired as reported in footnote 3.

5. Shares acquired in connection with RSUs granted on 12/19/2012 that were subject to the achievement of both a performance goal relating to return on equity and the Human Resources Committee's determination based on the recipient's overall leadership effectiveness from the grant date through 12/31/2016.

6. Represents shares of common stock received by the individual in settlement of RSUs that were granted in respect of dividend rights that vested in connection with the 16,873 shares acquired as reported in footnote 5.

7. Shares acquired upon the vesting of the portion of the performance shares granted in 2014 that were tied to the total shareholder return performance metric.

8. Represents shares of common stock received by the individual in settlement of dividend rights that vested in connection with the performance shares that vested on February 21, 2017 as reported in footnote 7.

9. Each RSU represents a contingent right to receive the economic equivalent of one share of the Company's common stock.

10. Represents 50,617 RSUs that were granted on 12/19/2012, and 8,422 RSUs that were granted in respect of related dividend equivalent rights over the vesting period. All such RSUs vested on 12/31/2016 and were settled through the issuance of common stock on 02/21/2017 as described in footnote 1.

11. Each RSU represents a contingent right to receive the economic equivalent of one share of the Company's common stock. The RSUs in this footnote 11 will be settled, at the reporting person's election, in 100% shares of common stock, 50% in common stock and 50% in cash, or 100% cash.

12. The RSU award was granted and was effective on February 21, 2017, and vests in four equal, annual installments beginning on February 20, 2018, and will be settled in four equal, annual installments beginning February 20, 2018.

Remarks:

	/s/ Diane Wood, Attorney-in-Fact	02/23/2017
	** 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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