SEC Form 4 · accession 0001127602-19-006443
BANK OF AMERICA CORP /DE/ · 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, 2019
Accepted (ET)
Feb 15, 2019 · 7:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000070858
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 1,141,699 | D | ||
| Common Stock | holding | — | — | — | 3,041 | I | 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 Cash Settled Restricted Stock UnitsF1,F2 | — | Feb 15, 2019 | A | 262,055 | A | — | Feb 15, 2020 | Common Stock | 262,055 | 262,055 | D |
| 2019 Performance Restricted Stock UnitsF3,F4 | — | Feb 15, 2019 | A | 436,758 | A | — | — | Common Stock | 436,758 | 436,758 | D |
| 2019 Restricted Stock UnitsF3,F5 | — | Feb 15, 2019 | A | 174,704 | A | — | Feb 15, 2022 | Common Stock | 174,704 | 174,704 | 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 2019 and ending in February 2020.
- 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, 2019 and ending December 31, 2021. To the extent earned, the award will be settled in shares on March 1, 2022. 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, 2020.