SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
iShares MSCI Intl Quality Factor ETF
(Name of Issuer)
Exchange-Traded Fund
(Title of Class of Securities)
46434V456
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| CUSIP No. 46434V456 | Page 1 of 8 Pages |
| 1) |
Names of Reporting Persons IRS Identification No. Of Above Persons
The PNC Financial Services Group, Inc. 25-1435979 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions)
a) ☐ b) ☐ | |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Pennsylvania | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
17,499,575 | ||||
| 6) | Shared Voting Power
12,470,726 | |||||
| 7) | Sole Dispositive Power
29,514,681 | |||||
| 8) | Shared Dispositive Power
518,621 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
30,033,302 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
☐ | |||||
| 11) | Percent of Class Represented by Amount in Row (9)
14.62 | |||||
| 12) | Type of Reporting Person (See Instructions)
HC | |||||
| CUSIP No. 46434V456 | Page 2 of 8 Pages |
| 1) |
Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bank, National Association 22-1146430 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions)
a) ☐ b) ☐ | |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
17,420,276 | ||||
| 6) | Shared Voting Power
-0- | |||||
| 7) | Sole Dispositive Power
16,966,456 | |||||
| 8) | Shared Dispositive Power
489,124 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,455,580 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
☐ | |||||
| 11) | Percent of Class Represented by Amount in Row (9)
8.50 | |||||
| 12) | Type of Reporting Person (See Instructions)
BK | |||||
| CUSIP No. 46434V456 | Page 3 of 8 Pages |
| 1) |
Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Delaware Trust Company 81-0581990 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions)
a) ☐ b) ☐ | |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
59,648 | ||||
| 6) | Shared Voting Power
-0- | |||||
| 7) | Sole Dispositive Power
57,779 | |||||
| 8) | Shared Dispositive Power
1,869 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
59,648 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
☐ | |||||
| 11) | Percent of Class Represented by Amount in Row (9)
0.03 | |||||
| 12) | Type of Reporting Person (See Instructions)
BK | |||||
| CUSIP No. 46434V456 | Page 4 of 8 Pages |
| 1) |
Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Ohio Trust Company 81-0991531 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions)
a) ☐ b) ☐ | |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Ohio | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
19,651 | ||||
| 6) | Shared Voting Power
-0- | |||||
| 7) | Sole Dispositive Power
19,651 | |||||
| 8) | Shared Dispositive Power
-0- | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,651 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
☐ | |||||
| 11) | Percent of Class Represented by Amount in Row (9)
Less than 0.01 | |||||
| 12) | Type of Reporting Person (See Instructions)
BK | |||||
| CUSIP No. 46434V456 | Page 5 of 8 Pages |
| 1) |
Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Investments LLC 42-1604685 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions)
a) ☐ b) ☐ | |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power
-0- | ||||
| 6) | Shared Voting Power
12,470,726 | |||||
| 7) | Sole Dispositive Power
12,470,795 | |||||
| 8) | Shared Dispositive Power
27,628 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,498,423 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
☐ | |||||
| 11) | Percent of Class Represented by Amount in Row (9)
6.08 | |||||
| 12) | Type of Reporting Person (See Instructions)
BD | |||||
| Page 6 of 8 Pages |
ITEM 1(a) - NAME OF ISSUER:
iShares MSCI Intl Quality Factor ETF
ITEM 1(b) - ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
c/o iShares Trust
400 Howard Street
San Francisco, California 94105
ITEM 2(a) - NAME OF PERSON FILING:
The PNC Financial Services Group, Inc.; PNC Bank, National Association;
PNC Delaware Trust Company; PNC Ohio Trust Company; and PNC Investments LLC
ITEM 2(b) - ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The PNC Financial Services Group, Inc. - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
PNC Bank, National Association - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
PNC Delaware Trust Company - 222 Delaware Avenue, Wilmington, DE 19801
PNC Ohio Trust Company - 1900 East 9th Street, Cleveland, OH 44114
PNC Investments LLC - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
ITEM 2(c) - CITIZENSHIP:
The PNC Financial Services Group, Inc. - Pennsylvania
PNC Bank, National Association - United States
PNC Delaware Trust Company – Delaware
PNC Ohio Trust Company - Ohio
PNC Investments LLC - Delaware
ITEM 2(d) - TITLE OF CLASS OF SECURITIES:
Exchange-Traded Fund
ITEM 2(e) - CUSIP NUMBER:
46434V456
ITEM 3 - IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
| (a) | ☒ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☒ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☒ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| Page 7 of 8 Pages |
ITEM 4 - OWNERSHIP:
The following information is as of September 30, 2024:
| (a) Amount Beneficially Owned: |
30,033,302 | |||
| (b) Percent of Class: |
14.62 | |||
| (c) Number of fund shares to which such person has: |
||||
| (i) sole power to vote or to direct the vote |
17,499,575 | |||
| (ii) shared power to vote or to direct the vote |
12,470,726 | |||
| (iii) sole power to dispose or to direct the disposition of |
29,514,681 | |||
| (iv) shared power to dispose or to direct the disposition of |
518,621 |
Of the total fund shares reported herein, 17,455,580 are held in accounts at PNC Bank, National Association in a fiduciary capacity for clients.
Of the total fund shares reported herein, 59,648 are held in accounts at PNC Delaware Trust Company in a fiduciary capacity for clients.
Of the total fund shares reported herein, 19,651 are held in accounts at PNC Ohio Trust Company in a fiduciary capacity for clients.
Of the total fund shares reported herein, 12,498,423 are held in accounts at PNC Investments LLC in a fiduciary capacity for clients.
The inclusion of the reporting persons and such securities in this report shall not be deemed an admission of beneficial ownership by the reporting persons for the purposes of Section 13(d) or 13(g) of the
Act, or for any other purposes.
ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable.
ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable.
ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Included are the following subsidiaries of The PNC Financial Services Group, Inc. - HC:
PNC Bank, National Association - BK
PNC Delaware Trust Company - BK
PNC Ohio Trust Company - BK
PNC Investments LLC - BD
| Page 8 of 8 Pages |
ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
ITEM 10 - CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| November 14, 2024 | November 14, 2024 | |||||||
|
Date |
Date | |||||||
| By: | /s/ Gregory H. Kozich |
By: | /s/ Joshua Ott | |||||
| Signature - The PNC Financial Services Group, Inc. | Signature - PNC Delaware Trust Company | |||||||
| Gregory H. Kozich, Senior Vice President & Controller |
Joshua Ott, Fiduciary Market Director | |||||||
| Name & Title | Name & Title | |||||||
| November 14, 2024 |
November 14, 2024 | |||||||
| Date | Date | |||||||
| By: | /s/ Gregory H. Kozich |
By: | /s/ John Shockley | |||||
| Signature – PNC Bank, National Association | Signature - PNC Ohio Trust Company | |||||||
| Gregory H. Kozich, Executive Vice President & Controller |
John Shockley, President | |||||||
| Name & Title | Name & Title | |||||||
| November 14, 2024 |
||||||||
| Date | ||||||||
| By: | /s/ Richard R. Guerrini |
|||||||
| Signature - PNC Investments LLC | ||||||||
| Richard R. Guerrini, President & CEO |
||||||||
| Name & Title | ||||||||
AN AGREEMENT TO FILE A JOINT STATEMENT WAS PREVIOUSLY FILED