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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * BEMENT ROBERT S   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) SVP, Site Ops PVNGS, APS (Last) (First) (Middle) 400 NORTH FIFTH STREET, MS 8602 3. Date of Earliest Transaction (Month/Day/Year) 02/18/2014 (Street) PHOENIX, AZ 85004 4. If Amendment, Date 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 (City) (State) (Zip) 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 02/18/2014   A   1,285 (1) A $ 0 (1) 1,285 D   Common Stock 02/18/2014   F(2)   559 D $ 54.84 726 D   Common Stock 02/18/2014   A   162 (3) A $ 0 (3) 888 D   Common Stock 02/18/2014   F(2)   70 D $ 54.84 818 D   Common Stock 02/18/2014   G(4)   818 D $ 0 0 D   Common Stock 02/18/2014   G(4)   818 A $ 0 7,601 I by trust

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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 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

Restricted Stock Units

(5)

02/18/2014

A

2,464

(6)

(6)

Common Stock

2,464

$ 0

2,464

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BEMENT ROBERT S 400 NORTH FIFTH STREET MS 8602 PHOENIX, AZ 85004				SVP, Site Ops PVNGS, APS

Signatures

/s/ Diane Wood, Attorney-in-Fact		02/20/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares acquired upon the vesting of a portion of the performance shares granted in 2011.
(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 that vested in connection with the performance shares that vested on February 18, 2014.
(4)	The reporting person gifted the shares received on February 18, 2014 to a revocable family trust.
(5)	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.
(6)	The Restricted Stock Units vest and will be settled in four equal, annual installments beginning on February 20, 2015.

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