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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1. Name and Address of Reporting Person * SPENCE WILLIAM H   2. Issuer Name and Ticker or Trading Symbol PPL Corp [PPL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) TWO N. NINTH STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/27/2014 (Street) ALLENTOWN, PA 18101 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 01/27/2014   M   18,560 A $ 30.16 24,456.12 (1) D   Common Stock 01/27/2014   F(2)   5,886 D $ 30.16 18,570.12 (1) D   Common Stock 01/27/2014   M   35,900 A $ 29.75 54,470.12 (1) D   Common Stock 01/27/2014   F(2)   14,678 D $ 29.75 39,792.12 (1) D   Common Stock               100.977 (1) I Held in trust pursuant to the Employee Stock Ownership Plan. Common Stock               12,824 I Held in trust for benefit of Mr. Spence's wife.

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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

Stock Unit (ICP)

$ 0

01/27/2014

M

35,900

(3)

(3)

Common Stock

35,900

$ 0

0

D

Performance Stock Unit (ICP)

$ 0

01/27/2014

M

17,628

(4)

(4)

Common Stock

17,628

$ 0

0

D

Performance Stock Unit (ICP)

$ 0

01/27/2014

M

932

(4)

(4)

Common Stock

932

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SPENCE WILLIAM H TWO N. NINTH STREET ALLENTOWN, PA 18101			Chairman, President and CEO

Signatures

/s/Frederick C. Paine, as Attorney-In-Fact for William H. Spence		01/28/2014
**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)	Total includes the reinvestment of dividend equivalents in the form of additional shares of the underlying securities.
(2)	Shares withheld by the company at the request of the executive officer to pay taxes due following expiration of the applicable restriction period, under the terms of the Incentive Compensation Plan (ICP).
(3)	The units vested on 01/27/2014.
(4)	No conversion or exercise price or exercise or expiration date applies. Under the terms of the Incentive Compensation Plan (ICP), the underlying securities were earned based on the Company's performance relative to an industry peer group over a three-year performance period ending 12/31/2013. Determination of the percentage of the award earned was made by the Compensation, Governance and Nominating Committee on 01/23/2014 and calculation of the underlying shares to be delivered, net of withholding, was completed on 01/27/2014.

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