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Form 4 PINNACLE WEST CAPITAL For: Feb 20 Filed by: Esparza Jose Luis Jr

February 22, 2024 9:19 PM EST
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 *
Esparza Jose Luis Jr

(Last) (First) (Middle)
400 N. 5TH STREET

(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) Other (specify below)
SVP Public Policy APS
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024
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)
Code V Amount (A) or (D) Price
Common Stock 02/20/2024   M   452 (1) A (1) 672 D  
Common Stock 02/20/2024   D (2)   47 D $ 69.1 625 D  
Common Stock 02/20/2024   F (3)   135 D $ 69.1 490 D  
Common Stock 02/20/2024   M   355 (1) A (1) 845 D  
Common Stock 02/20/2024   D (2)   17 D $ 69.1 828 D  
Common Stock 02/20/2024   F (3)   113 D $ 69.1 715 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 02/20/2024   M     452 (4)   (5)   (5) Common Stock 452 (1) 897 (6) D  
Restricted Stock Units (1) 02/20/2024   M     355 (7)   (8)   (8) Common Stock 355 (1) 1,060 (9) D  
Restricted Stock Units (1) 02/20/2024   A   1,740     (10)   (10) Common Stock 1,740 (1) 1,740 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 either in 100% shares of common stock or 100% in cash with respect to Restricted Stock Units received in connection with the settlement of divident equivalent rights.
2. Represents the cash settlement of Restricted Stock Units received in connection with the settlement of dividend equivalent rights.
3. Shares retained by the Company for purpose of meeting tax withholding requirements. The receipient retained all other shares.
4. The number of derivative securities in Column 5 includes 47 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.
5. The Restricted Stock Units award was granted and was effective in January 2022, and vests in four equal, annual installments beginning on February 20, 2023.
6. Includes 87 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.
7. The number of derivative securities in Column 5 includes 17 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.
8. The Restricted Stock Units award was granted and was effective in February 2023, and vests in four equal, annual installments beginning on February 20, 2024.
9. Includes 46 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.
10. The Restricted Stock Units award was granted and was effective in February 2024, and vests in four equal, annual installments beginning on February 20, 2025.
/s/ Diane Wood, Attorney-in-Fact 02/22/2024
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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