Pinnacle West Capital (PNW) Form 4 PINNACLE WEST CAPITAL / Randall K Edington 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^*

Edington Randall K

(Last) (First) (Middle)

400 NORTH FIFTH STREET

MS 8602

(Street)

PHOENIX AZ 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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
EVP & Advisor to CEO, APS

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2017		M		1,024	A	$0.00(1)	10,771	D
Common Stock	02/17/2017		F(2)		458	D	$78.7	10,313	D
Common Stock	02/17/2017		M		513	A	$0.00(1)	10,826	D
Common Stock	02/17/2017		D		513	D	$78.7	10,313	D
Common Stock	02/17/2017		M		513	A	$0.00(1)	10,826	D
Common Stock	02/17/2017		F(2)		230	D	$78.7	10,596	D
Common Stock	02/17/2017		M		520	A	$0.00(1)	11,116	D
Common Stock	02/17/2017		D		520	D	$78.7	10,596	D
Common Stock	02/17/2017		M		519	A	$0.00(1)	11,115	D
Common Stock	02/17/2017		F(2)		232	D	$78.7	10,883	D
Common Stock	02/17/2017		M		447	A	$0.00(1)	11,330	D
Common Stock	02/17/2017		D		447	D	$78.7	10,883	D
Common Stock	02/17/2017		M		446	A	$0.00(1)	11,329	D
Common Stock	02/17/2017		F(2)		200	D	$78.7	11,129	D
Common Stock	02/17/2017		A		236	A	$0.00(3)	11,365	D
Common Stock	02/17/2017		F(2)		112	D	$78.7	11,253	D
Common Stock	02/17/2017		G(4)		1,506	D	$0.00	9,747	D
Common Stock	02/17/2017		G(4)		1,506	A	$0.00	25,557	I	by trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/17/2017		M			1,024	(5)	(5)	Common Stock	1,024	(1)	0	D
Restricted Stock Units	(1)	02/17/2017		M			1,026	(6)	(6)	Common Stock	1,026	(1)	1,026	D
Restricted Stock Units	(1)	02/17/2017		M			1,039	(7)	(7)	Common Stock	1,039	(1)	2,078	D
Restricted Stock Units	(1)	02/17/2017		M			893	(8)	(8)	Common Stock	893	(1)	2,679	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive the economic equivalent of one share of the Company's common stock. The Restricted Stock Units will be settled, at the reporting person's election, in shares of common stock or 50% in common stock and 50% in cash.

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

3. Represents shares of common stock received by the individual in settlement of dividend rights granted in connection with the 2013, 2014, 2015 and 2016 Restricted Stock Unit grants.

4. The reporting person gifted the shares received on February 17, 2017 to a revocable family trust.

5. The Restricted Stock Units award was granted and was effective in February 2013, and vests in four equal, annual installments beginning on February 20, 2014. Since February 20, 2017 was a Federal holiday, the Restricted Stock Units vested and were released on February 17, 2017.

6. The Restricted Stock Units award was granted and was effective in February 2014, and vests in four equal, annual installments beginning on February 20, 2015. Since February 20, 2017 was a Federal holiday, the Restricted Stock Units vested and were released on February 17, 2017.

7. The Restricted Stock Units award was granted and was effective in February 2015, and vests in four equal, annual installments beginning on February 20, 2016. Since February 20, 2017 was a Federal holiday, the Restricted Stock Units vested and were released on February 17, 2017.

8. The Restricted Stock Units award was granted and was effective in February 2016, and vests in four equal, annual installments beginning on February 20, 2017. Since February 20, 2017 was a Federal holiday, the Restricted Stock Units vested and were released on February 17, 2017.

Remarks:

	/s/ Diane Wood, Attorney-in-Fact	02/22/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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