SEC Form 4 · accession 0001127602-15-009371
WELLS FARGO & COMPANY/MN · WFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Michael J Loughlin
Officer — Sr. Executive Vice President
Period of report
Mar 1, 2015
Accepted (ET)
Mar 3, 2015 · 2:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000072971
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $1 2/3 Par Value | Mar 1, 2015 | M | 15 | $54.79 | A | 21 | D | |
| Common Stock, $1 2/3 Par Value | Mar 1, 2015 | F | 5 | $54.79 | D | 16 | D | |
| Common Stock, $1 2/3 Par ValueF1 | holding | — | — | — | 7,694 | I | Through 401(k) Plan | |
| Common Stock, $1 2/3 Par Value | holding | — | — | — | 142,426 | I | Through Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 Performance SharesF2,F3 | — | Mar 1, 2015 | A | 130,107 | A | — | — | Common Stock, $1 2/3 Par Value | 130,107 | 130,107 | D |
| Phantom Stock UnitsF4,F5 | — | Mar 1, 2015 | M | 15 | D | — | — | Common Stock, $1 2/3 Par Value | 15 | 12,603 | D |
Explanation of responses
- F1Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of January 31, 2015, as if investable cash equivalents held by Plan were fully invested in Wells Fargo & Company (the "Company") common stock.
- F2Each 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.
- F3Represents the maximum number of 2012 Performance Shares earned based on the Company's attainment of pre-established performance goals for the three-year performance period ended December 31, 2014, as provided under the terms of a Performance Share award granted on February 28, 2012, which is exempt under Rule 16b-3(d). The 2012 Performance Shares will be settled in shares of common stock of the Company on March 15, 2015. 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.
- F4Conversion price is 1-for-1. Includes shares held through supplemental 401(k) plan and deferred compensation plan.
- F5Deferred compensation shares payable in installments depending upon executive's election. Supplemental 401(k) plan shares payable upon retirement.