EVP, GC, Chief E&C Officer Simon John R received a gift of 95,636 shares, was granted 206,966 shares, covered exercise/tax liability with 97,448 shares and gifted 95,636 shares, increasing direct ownership by 15% to 104,404 units (SEC Form 4)
$PCG
Power Generation
Utilities
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PG&E Corp [ PCG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/01/2025 | A | 175,012(1) | A | $0 | 265,534.02(2) | D | |||
| Common Stock | 03/01/2025 | F | 97,448(3) | D | $16.34 | 168,086.02 | D | |||
| Common Stock | 03/01/2025 | G | 95,636 | D | $0 | 72,450.02 | D | |||
| Common Stock | 03/01/2025 | G | 95,636 | A | $0 | 442,303 | I | Held by Simon Family Trust | ||
| Common Stock | 3,227.53(4) | I | Held by Trustee of PG&E Corporation Retirement Savings Plan | |||||||
| Common Stock | 03/03/2025 | A | 31,954(5) | A | $0 | 104,404.02 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Vested performance shares granted under the PG&E Corporation 2021 Long-Term Incentive Plan (LTIP) for the performance cycle ended 12/31/2024. Performance shares are payable in shares of PG&E Corporation common stock on a one-for-one basis. |
| 2. Includes 160.99 Special Incentive Stock Ownership Premiums (SISOPs) (phantom stock) awarded pursuant to the PG&E Corporation Executive Stock Ownership Program and reflects the acquisition of 0.099 SISOPs on 4/15/2024, 0.091 SISOPs on 7/15/2024, 0.078 SISOPs on 10/15/2024, and 0.239 SISOPs on 1/15/2025 upon the conversion of dividend equivalents received on those dates. SISOPs vest three years after the date of grant subject to accelerated vesting upon certain events. Unvested SISOPs are subject to forfeiture if certain stock ownership targets are not met. Vested SISOPs are automatically payable in an equal number of shares following termination of employment. |
| 3. These shares were forfeited to satisfy tax withholding obligations in connection with the vesting of performance share units and Restricted Stock Units (RSUs). |
| 4. Represents the approximate number of shares of PG&E Corporation common stock held for the Reporting Person in the PG&E Corporation Stock Fund of the PG&E Corporation Retirement Savings Plan (RSP). That fund holds units consisting of PG&E Corporation common stock and a small short-term investments component. The number of shares is computed by dividing the value of the units by the daily closing price. Dividends are automatically invested in additional units at the election of the participant. These holdings have been trued up to conform to the RSP balance as of 2/28/2025. |
| 5. RSUs granted under the PG&E Corporation 2021 LTIP. RSUs are payable in shares of PG&E Corporation stock on a one-for-one basis. |
| Remarks: |
| /s/ J. Ellen Conti, attorney-in-fact for John R. Simon (signed Power of Attorney on file with SEC) | 03/04/2025 | |
| ** 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. | ||