Current Report Filing (8-k)
April 28 2017 - 12:48PM
Edgar (US Regulatory)
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)
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Delaware
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001-2979
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No. 41-0449260
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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420 Montgomery Street,
San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
Registrants 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Financial Statements and Exhibits
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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
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MSCI EAFE ETF due April 30, 2019, (iii) Principal at Risk Securities Linked to the iShares
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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
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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.
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4.1
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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.
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4.2
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Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares
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MSCI EAFE ETF due April 30, 2019.
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4.3
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Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares
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MSCI Emerging Markets ETF due April 30, 2019.
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4.4
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Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P 500
®
Index due April 30, 2019.
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4.5
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Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares
®
MSCI EAFE ETF due April 30, 2019.
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5.1
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Opinion of Faegre Baker Daniels LLP regarding the Notes.
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23.1
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Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1).
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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.
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WELLS FARGO & COMPANY
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DATED: April 28, 2017
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/s/ Neal A. Blinde
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Neal A. Blinde
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Executive Vice President and Treasurer
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Index to Exhibits
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Exhibit No.
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Description
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Method of Filing
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4.1
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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.
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Electronic
Transmission
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4.2
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Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares
®
MSCI EAFE ETF due April 30, 2019.
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Electronic
Transmission
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4.3
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Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares
®
MSCI Emerging Markets ETF due April 30, 2019.
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Electronic
Transmission
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4.4
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Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P 500
®
Index due April 30, 2019.
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Electronic
Transmission
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4.5
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Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares
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MSCI EAFE ETF due April 30, 2019.
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Electronic
Transmission
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5.1
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Opinion of Faegre Baker Daniels LLP regarding the Notes.
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Electronic
Transmission
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23.1
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Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1).
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Electronic
Transmission
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4
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