UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 28, 2017

 

 

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-2979   No. 41-0449260

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

420 Montgomery Street,

San Francisco, California 94104

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 1-866-249-3302

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 9.01. Financial Statements and Exhibits

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-202840) filed by Wells Fargo & Company with the Securities and Exchange Commission.

On April 28, 2017, Wells Fargo & Company issued the following Medium-Term Notes, Series K: (i) Principal at Risk Securities Linked to the Lowest Performing of the S&P 500 ® Index and the Russell 2000 ® Index due April 30, 2025, (ii) Principal at Risk Securities Linked to the iShares ® MSCI EAFE ETF due April 30, 2019, (iii) Principal at Risk Securities Linked to the iShares ® MSCI Emerging Markets ETF due April 30, 2019, (iv) Principal at Risk Securities Linked to the S&P 500 ® Index due April 30, 2019 and (v) Principal at Risk Securities Linked to the iShares ® MSCI EAFE ETF due April 30, 2019 (collectively, the “Notes”).

The purpose of this Current Report is to file with the Securities and Exchange Commission the form of Note related to each issuance and the opinion of Faegre Baker Daniels LLP regarding the Notes.

 

  (d)

Exhibits

 

  4.1

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Lowest Performing of the S&P 500 ® Index and the Russell 2000 ® Index due April 30, 2025.

 

  4.2

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares ® MSCI EAFE ETF due April 30, 2019.

 

  4.3

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares ® MSCI Emerging Markets ETF due April 30, 2019.

 

  4.4

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P 500 ® Index due April 30, 2019.

 

  4.5

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares ® MSCI EAFE ETF due April 30, 2019.

 

  5.1

Opinion of Faegre Baker Daniels LLP regarding the Notes.

 

  23.1

Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1).

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    WELLS FARGO & COMPANY
DATED: April 28, 2017     /s/ Neal A. Blinde
    Neal A. Blinde
    Executive Vice President and Treasurer

 

3


Index to Exhibits

 

Exhibit No.    Description    Method of Filing
  4.1    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Lowest Performing of the S&P 500 ® Index and the Russell 2000 ® Index due April 30, 2025.   

Electronic

Transmission

  4.2    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares ® MSCI EAFE ETF due April 30, 2019.   

Electronic

Transmission

  4.3    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares ® MSCI Emerging Markets ETF due April 30, 2019.   

Electronic

Transmission

  4.4    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P 500 ® Index due April 30, 2019.   

Electronic

Transmission

  4.5    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares ® MSCI EAFE ETF due April 30, 2019.   

Electronic

Transmission

  5.1    Opinion of Faegre Baker Daniels LLP regarding the Notes.   

Electronic

Transmission

23.1    Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1).   

Electronic

Transmission

 

4

Wells Fargo (NYSE:WFC)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Wells Fargo Charts.
Wells Fargo (NYSE:WFC)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Wells Fargo Charts.