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^*

SPENCE WILLIAM H

(Last)

(First)

(Middle)

TWO NORTH NINTH STREET

(Street)

ALLENTOWN

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2021

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	02/18/2021		M		156,886	A	$27.77	187,863.25⁽¹⁾	D
Common Stock	02/18/2021		F⁽²⁾		63,506	D	$27.77	124,357.25⁽¹⁾	D
Common Stock								153.679⁽¹⁾	I	Held in trust pursuant to the Employee Stock Ownership Plan.
Common Stock								12,824	I	Held in trust for benefit of Mr. Spence's wife.

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)
Performance Stock Unit (SIP)	$0.00	01/21/2021		J⁽³⁾			78,442.702⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	78,442.702⁽¹⁾	$0.00	0⁽⁵⁾	D
Performance Stock Unit (SIP)	$0.00	02/18/2021		M			156,886⁽¹⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	156,886⁽¹⁾	$0.00	0⁽⁵⁾	D

Explanation of Responses:

1. Total includes the reinvestment of dividends.

2. 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).

3. The Company did not achieve the threshold percentile ranking in the applicable index to trigger share awards, therefore performance units based on TSR granted in 2018 will be paid out at 0%.

4. No conversion or exercise price or exercise or expiration date applies.

5. As of 02/22/2021, total performance units beneficially owned is 219,115.021. This total includes the 01/24/2019 grants of 77,684.123 and 77,684.123 performance units and the 01/23/2020 grant of 63,746.755 performance units, plus in each case, the incremental addition of performance units credited to the original grant in amounts equal to dividend equivalents deemed earned on shares underlying such performance units. Mr. Spence forfeited 61,869.811 performance units in connection with his retirement pursuant to the terms of the Stock Incentive Plan.

6. 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 (200%) based on the Company's return on equity over a three-year performance period ending 12/31/2020. Determination of the percentage of the award earned was made by the Compensation Committee on 01/21/2021 and calculation of the underlying shares to be delivered, net of withholding, was completed on 02/18/2021.

Remarks:

	/s/ W. Eric Marr, as Attorney-In-Fact for William H. Spence	02/22/2021
	** 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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