SEC Form 4 · accession 0001127602-17-007031

· BAC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Brian T Moynihan

Officer — Chairman and CEO · Director

Period of report

Feb 15, 2017

Accepted (ET)

Feb 17, 2017 · 5:38 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000070858

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—	—	1,153,422	D
Common Stock	holding	—	—	—	2,940	I	401(k) Plan
Common Stock	holding	—	—	—	638	I	Family Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
2017 Cash Settled Restricted Stock Units^F1,F2	—	Feb 15, 2017	A	238,300	A	—	Feb 15, 2018	Common Stock	238,300	238,300	D
2017 Performance Restricted Stock Units^F3,F4	—	Feb 15, 2017	A	397,167	A	—	—	Common Stock	397,167	397,167	D
2017 Restricted Stock Units^F3,F5	—	Feb 15, 2017	A	158,867	A	—	Feb 15, 2020	Common Stock	158,867	158,867	D

Explanation of responses

F1Each unit is the economic equivalent of one share of Bank of America Corporation common stock.
F2Award under the Bank of America Corporation Key Employee Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units vest and are payable solely in cash as follows: 1/12th on the 15th day of each month during the 12-month period beginning March 2017 and ending in February 2018.
F3Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.
F4Award under the Bank of America Corporation Key Employee Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units are subject to the attainment of pre-established performance goals. One-half of the units have performance goals based on the Company's three year average return on assets and one-half of the units have performance goals based on the Company's three year average growth in adjusted tangible book value, both beginning on January 1, 2017 and ending December 31, 2019. To the extent earned, the award will be settled in shares on March 1, 2020. The reported number of units represents the "maximum" amount of the award (i.e., 100%); the actual award upon vesting may range between 0% and 100% of the maximum, depending upon satisfaction of the performance goals.
F5Award under the Bank of America Corporation Key Employee Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units vest in three equal annual installments commencing February 15, 2018.