Statement of Changes in Beneficial Ownership Reported by: JOHNSON WILLIAM D

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 or

Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

JOHNSON WILLIAM D

PG&E Corp [ PCG ]

_____ Director

_____ 10% Owner

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

__X__ Officer (give title below) _____ Other (specify below)

C/O PG&E CORPORATION, 77

2/21/2020

CEO and President

BEALE ST., P.O. BOX 770000

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

SAN FRANCISCO, CA 94177

_X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A)

5. Amount of Securities Beneficially Owned

6.

7. Nature of

(Instr. 3)

Execution

(Instr. 8)

or Disposed of (D)

Following Reported Transaction(s)

Ownership

Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock

2/21/2020

A

96240 (1)

A

$0

127653

D

Common Stock

2/21/2020

F

39346

D

$17.92

88307

D

Held by

Trustee of

1022.4 (2)

PG&E

Common Stock

I

Corporation

Retirement

Savings

Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

Code

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

(Instr. 8)

Acquired (A) or

Derivative Security

Security

Securities

Form of

Beneficial

Price of

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(Instr. 3, 4 and 5)

Owned

Security:

(Instr. 4)

Security

Amount or

Following

Direct (D)

Date

Expiration

Reported

or Indirect

Code

V

(A)

(D)

Exercisable

Date

Title

Number of

Transaction(s)

(I) (Instr.

Shares

(Instr. 4)

4)

Stock Option

$25.00

2/21/2020

A

272266

(3)

8/14/2023

Common

272266

$0

272266

D

(Right to Buy)

Stock

Stock Option

$40.00

2/21/2020

A

340333

(4)

8/14/2023

Common

340333

$0

340333

D

(Right to Buy)

Stock

Stock Option

$50.00

2/21/2020

A

363022

(5)

8/14/2024

Common

363022

$0

363022

D

(Right to Buy)

Stock

Explanation of Responses:

1. Vested performance shares granted under the PG&E Corporation 2014 Long-Term Incentive Plan for the performance cycle ended 12/31/2019. Performance shares are payable in shares of PG&E Corporation common stock on a one-for-one basis. These performance shares were awarded in accordance with equity incentive compensation arrangements disclosed in Form 8-Ks dated 4/10/2019 and 6/14/2019.
2. 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 2/21/20.
3. On August 14, 2019, the reporting person was granted an option to purchase 800,000 shares of common stock. The option vests in three equal installments and the number of options that the reporting person is entitled to exercise is based on the Compensation Committee's certification of the extent to which certain performance goals have been met for each of the fiscal years ending December 31, 2019, 2020, and 2021. These performance-based option awards were made in accordance with equity incentive compensation arrangements disclosed in Form 8-Ks dated 4/10/2019 and 6/14/2019.
4. On August 14, 2019, the reporting person was granted an option to purchase 1,000,000 shares of common stock. The option vests in three equal installments and the number of options that the reporting person is entitled to exercise is based on the Compensation Committee's certification of the extent to which certain performance goals have been met for each of the fiscal years ending December 31, 2019, 2020, and 2021. These performance-based option awards were made in accordance with equity incentive compensation arrangements disclosed in Form 8-Ks dated 4/10/2019 and 6/14/2019.

1. On August 14, 2019, the reporting person was granted an option to purchase 1,066,667 shares of common stock. The option vests in three equal installments and the number of options that the reporting person is entitled to exercise is based on the Compensation Committee's certification of the extent to which certain performance goals have been met for each of the fiscal years ending December 31, 2019, 2020, and 2021. These performance-based option awards were made in accordance with equity incentive compensation arrangements disclosed in Form 8-Ks dated 4/10/2019 and 6/14/2019.

Reporting Owners

Reporting Owner Name / Address		Relationships
Director	10% Owner	Officer	Other
JOHNSON WILLIAM D
C/O PG&E CORPORATION			CEO and President
77 BEALE ST., P.O. BOX 770000
SAN FRANCISCO, CA 94177

Signatures

/s/ Linda Y. H. Cheng, attorney-in-fact for William D. Johnson (signed power of attorney on file with SEC)

**Signature of Reporting Person

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

2/25/2020

Date

• If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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