Sec Form 4 Filing - KELSON RICHARD B @ PNC FINANCIAL SERVICES GROUP, INC. - 2019-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KELSON RICHARD B 2. Issuer Name and Ticker or Trading Symbol PNC FINANCIAL SERVICES GROUP, INC. [ PNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1025 FIFTH AVENUE, APT. 11A NORTH 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) NEW YORK, NY10028 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 $5 Par Common Stock 12/31/2019 M 1,834 A $ 0 ( 1 ) 1,953 D $5 Par Common Stock 12/31/2019 D 1,834 D $ 159.63 119 D $5 Par Common Stock 12/31/2019 M 543 A $ 0 ( 1 ) 662 D $5 Par Common Stock 12/31/2019 D 543 D $ 159.63 119 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Phantom Stock Unit ( 1 ) 12/31/2019 M 543 12/31/2019 12/31/2019 $5 Par Common Stock 543 $ 0 ( 1 ) 3,259 ( 2 ) I Deferred Compensation Plan Phantom Stock Unit ( 1 ) 12/31/2019 M 1,834 12/31/2019 12/31/2019 $5 Par Common Stock 1,834 $ 0 ( 1 ) 12,569 ( 3 ) I Deferred Stock Unit Plan

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KELSON RICHARD B 1025 FIFTH AVENUE APT. 11A NORTH NEW YORK, NY10028 X Signatures Alicia G. Powell, Attorney-in-Fact for Richard B. Kelson 01/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") Common Stock. Phantomstock units are settled in cash upon distribution to the reporting person. ( 2 )Includes an aggregate of 86 phantom stock units acquired by the reporting person as dividend equivalents under the PNC DeferredCompensation Plan subsequent to the date of the reporting person's most recent filing on Form 4. ( 3 )Includes an aggregate of 326 phantom stock units acquired by the reporting person as dividend equivalents under the PNC Outside DirectorsDeferred Stock Unit Plan subsequent to the date of the reporting person's most recent filing on Form 4.

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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