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^*

Bergstein Joseph P Jr

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2023

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	01/23/2023		M		7,295.24	A	$29.32	38,765.302⁽¹⁾	D
Common Stock	01/23/2023		F⁽²⁾		2,332	D	$29.32	36,433.302⁽¹⁾	D
Common Stock								356.979⁽¹⁾	I	Held in trust pursuant to the Employee Stock Ownership Plan.
Common Stock								56.767⁽¹⁾	I	As custodian for children under the Dividend Reinvestment Plan.

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)
Stock Unit (SIP)	⁽³⁾	01/20/2023		A		12,588		⁽⁴⁾	⁽⁴⁾	Common Stock	12,588	$0.00	12,588⁽⁵⁾	D
Performance Stock Unit (SIP)	⁽⁶⁾	01/20/2023		A		25,175		⁽⁶⁾	⁽⁶⁾	Common Stock	25,175	$0.00	25,175⁽⁷⁾	D
Performance Stock Unit (SIP)	⁽⁸⁾	01/20/2023		A		12,588		⁽⁸⁾	⁽⁸⁾	Common Stock	12,588	$0.00	12,588⁽⁷⁾	D
Performance Stock Unit (SIP)	⁽⁹⁾	01/20/2023		A		12,588		⁽⁹⁾	⁽⁹⁾	Common Stock	12,588	$0.00	12,588⁽⁷⁾	D
Performance Stock Unit (SIP)	⁽¹⁰⁾	01/20/2023		J⁽¹¹⁾			14,589.318⁽¹⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	14,589.318⁽¹⁾	$0.00	0⁽⁷⁾	D
Stock Unit (SIP)	$0.00	01/23/2023		M			7,295.24⁽¹⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	7,295.24⁽¹⁾	$0.00	0	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. No conversion or exercise price applies. Under the terms of the Stock Incentive Plan (SIP), a restricted stock unit converts to a share of common stock on the applicable vesting date.

4. The units will vest on 01/20/2026.

5. As of 01/24/2023, total restricted stock units beneficially owned is 34,534.817. This total includes the 01/21/2021 grant of 10,953.993 restricted stock units, and the 01/27/2022 grant of 10,992.824 restricted stock units, plus in each case, the incremental addition of restricted stock units credited to the original grant in amounts equal to dividend equivalents deemed earned on shares underlying such restricted stock units, and the 01/20/2023 grant of 12,588 restricted stock units.

6. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), all, some or none of the underlying securities will be earned depending on the Company's performance relative to an industry peer group over a three-year performance period ending 12/31/2025. Determination of number of underlying securities that have been earned, if any, will be made by the Compensation Committee in January 2026.

7. As of 01/24/2023, total performance units beneficially owned is 152,724.364. This total includes the 01/23/2020 grant of 14,589.318 performance units, the 01/21/2021 grants of 21,906.89 and 21,906.89 performance units, and the three 01/27/2023 grants of (a) 21,984.618, (b) 10,992.824, and (c) 10,992.824 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, and the three 01/20/2023 grants of (a) 25,175, (b) 12,588, and (c) 12,588 performance units.

8. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), all, some or none of the underlying securities will be earned depending on the Company's earnings growth over a three-year performance period ending 12/31/2025. Determination of number of underlying securities that have been earned, if any, will be made by the Compensation Committee in January 2026.

9. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Stock Incentive Plan (SIP), all, some or none of the underlying securities will be earned depending on the Company's achievement of certain ESG-related metrics over a three-year performance period ending 12/31/2025. Determination of number of underlying securities that have been earned, if any, will be made by the Compensation Committee in January 2026.

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

11. 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 2020 will be paid out at 0%.

12. The units vested on 01/23/2023.

Remarks:

	/s/ W. Eric Marr, as Attorney-In-Fact for Joseph P. Bergstein, Jr.	01/24/2023
	** 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).
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