Statement of Changes in Beneficial Ownership (4)
March 17 2017 - 12:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
CARROLL DAVID M
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2. Issuer Name
and
Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN
[
WFC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior Exec. Vice President
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(Last)
(First)
(Middle)
ONE WELLS FARGO CENTER
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2017
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(Street)
CHARLOTTE, NC 28288
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $1 2/3 Par Value
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3/15/2017
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M
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97277.1836
(1)
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A
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$0
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97277.1836
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D
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Common Stock, $1 2/3 Par Value
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3/15/2017
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F
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44127.1836
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D
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$58.71
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53150
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D
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Common Stock, $1 2/3 Par Value
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3/15/2017
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M
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1611.5248
(2)
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A
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$0
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54761.5248
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D
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Common Stock, $1 2/3 Par Value
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3/15/2017
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F
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493.5248
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D
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$58.71
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54268
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D
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Common Stock, $1 2/3 Par Value
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3/15/2017
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M
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849.7724
(3)
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A
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$0
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55117.7724
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D
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Common Stock, $1 2/3 Par Value
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3/15/2017
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F
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260.7724
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D
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$58.71
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54857
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D
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Common Stock, $1 2/3 Par Value
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3173.7424
(4)
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I
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Through 401(k) Plan
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Common Stock, $1 2/3 Par Value
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310886
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I
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Through Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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2014 Performance Shares
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(5)
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3/15/2017
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M
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97277.1836
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(6)
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(6)
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Common Stock, $1 2/3 Par Value
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97277.1836
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$0
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0
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D
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Restricted Share Right
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(7)
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3/15/2017
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M
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1611.5248
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(8)
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(8)
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Common Stock, $1 2/3 Par Value
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1611.5248
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$0
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0
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D
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Restricted Share Right
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(7)
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3/15/2017
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M
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849.7724
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(9)
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(9)
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Common Stock, $1 2/3 Par Value
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849.7724
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$0
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849.7727
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D
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Explanation of Responses:
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(
1)
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These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 15, 2017 upon settlement of a Performance Share award granted on February 25, 2014 for the three-year performance period ended December 31, 2016 (as previously disclosed on a Form 4 filed on March 2, 2017).
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(
2)
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Number of shares represents a Restricted Share Right ("RSR") vesting on 3/15/2017. Original grant date was 2/25/2014. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
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(
3)
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Number of shares represents a RSR vesting on 3/15/2017. Original grant date was 2/24/2015. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
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(
4)
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Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 28, 2017, as if investable cash equivalents held by Plan were fully invested in Company common stock.
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(
5)
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Each Performance Share represents a contingent right to receive one share of Company common stock upon vesting based on the attainment of pre-established performance goals.
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(
6)
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Represents the final number of 2014 Performance Shares earned for the three-year performance period ended December 31, 2016. The 2014 Performance Shares will be settled in shares of common stock of the Company on March 15, 2017. As a condition to receiving the award, the reporting person agreed to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting.
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(
7)
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Each RSR represents a contingent right to receive one share of Company common stock.
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(
8)
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These RSRs vest in three installments: one-third on 3/15/2015, 3/15/2016, and 3/15/2017. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting. These RSRs were granted to the reporting person as part of the reporting person's 2013 annual incentive compensation award.
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(
9)
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These RSRs vest in three installments: one-third on 3/15/2016, 3/15/2017, and 3/15/2018. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting. These RSRs were granted to the reporting person as part of the reporting person's 2014 annual incentive compensation award.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CARROLL DAVID M
ONE WELLS FARGO CENTER
CHARLOTTE, NC 28288
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Senior Exec. Vice President
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Signatures
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David M. Carroll, by Anthony R. Augliera, as Attorney-in-Fact
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3/17/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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