The PNC Financial Services Group Inc.

11/14/2024 | Press release | Distributed by Public on 11/14/2024 18:18

Amendment to Beneficial Ownership Report - Form SC 13G/A

SC 13G/A

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