Francis X Sullivan Form 4 PPL / Francis X Sullivan ownership change

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^*

Sullivan Francis X

(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 COO

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2024

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	01/25/2024		M		833	A	$25.83	833	D
Common Stock	01/25/2024		F⁽¹⁾		357	D	$25.83	476	D
Common Stock	01/25/2024		M		505	A	$25.83	981	D
Common Stock	01/25/2024		F⁽¹⁾		217	D	$25.83	764	D

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)	⁽²⁾	01/25/2024		A		13,202		⁽³⁾	⁽³⁾	Common Stock	13,202	$0.00	13,202⁽⁴⁾	D
Performance Stock Unit (SIP)	⁽⁵⁾	01/25/2024		A		26,404		⁽⁵⁾	⁽⁵⁾	Common Stock	26,404	$0.00	26,404⁽⁶⁾	D
Performance Stock Unit (SIP)	⁽⁷⁾	01/25/2024		A		13,202		⁽⁷⁾	⁽⁷⁾	Common Stock	13,202	$0.00	13,202⁽⁶⁾	D
Performance Stock Unit (SIP)	⁽⁸⁾	01/25/2024		A		13,202		⁽⁸⁾	⁽⁸⁾	Common Stock	13,202	$0.0	13,202⁽⁶⁾	D
Performance Stock Unit (ICPKE)	⁽⁹⁾	01/25/2024		M			833⁽¹⁰⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	833⁽¹⁰⁾	$0	0⁽⁶⁾	D
Performance Stock Unit (ICPKE)	⁽¹¹⁾	01/25/2024		M			505⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	505⁽¹⁰⁾	$0.0	0⁽⁶⁾	D

Explanation of Responses:

1. 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 Incentive Compensation Plan for Key Employees (ICPKE).

2. 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.

3. The units will vest on 01/25/2027.

4. As of 01/29/2024, total restricted stock units beneficially owned is 23,124.933. This total includes the 10/01/2021 grant of 233 restricted stock units, the 01/27/2022 grant of 913 restricted stock units, and the 01/20/2023 grant of 8,776.933 restricted stock units, plus in the case of the 01/20/2023 grant, 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 01/25/2024 grant of 13,202 restricted stock units.

5. 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 12/31/2026. Determination of number of underlying securities that have been earned, if any, will be made by the People and Compensation Committee in January 2027.

6. As of 01/29/2024, total performance units beneficially owned is 91,823.028. This total includes the three 01/27/2022 grants of (a) 1,953.631, (b) 977.352, and (c) 977.352 performance units, and the three 01/20/2023 grants of (a) 17,552.827 (b) 8,776.933, and (c) 8,776.933 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 01/25/2024 grants of (a) 26,404, (b) 13,202, and (c) 13,202 performance units.

7. 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 12/31/2026. Determination of number of underlying securities that have been earned, if any, will be made by the People and Compensation Committee in January 2027.

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 achievement of certain ESG-related metrics over a three-year performance period ending 12/31/2026. Determination of number of underlying securities that have been earned, if any, will be made by the People and Compensation Committee in January 2027.

9. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Incentive Compensation Plan for Key Employees (ICPKE), the underlying securities were earned (165%) based on the Company's return on equity over a one-year performance period ending 12/31/2021. Determination of the percentage of the award earned was made by the People and Compensation Committee on 01/21/2022 and calculation of the underlying shares to be delivered, net of withholding, was completed on 01/25/2024.

10. Total includes the reinvestment of dividends.

11. No conversion or exercise price or exercise or expiration date applies. Under the terms of the Incentive Compensation Plan for Key Employees (ICPKE), the underlying securities were earned (100%) based on the Company's performance relative to an industry peer group over a three-year performance period ending 12/31/2023. Determination of the percentage of the award earned was made by the People and Compensation Committee on 01/25/2024 and calculation of the underlying shares to be delivered, net of withholding, was completed on 01/25/2024.

	/s/ W. Eric Marr, as Attorney-In-Fact for Francis X. Sullivan	01/29/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Francis X Sullivan Form 4PPL / Francis X Sullivan ownership change