SEC Form 4 · accession 0001127602-15-011594
WELLS FARGO & COMPANY/MN · WFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Heid
Officer — Executive Vice President
Period of report
Mar 15, 2015
Accepted (ET)
Mar 17, 2015 · 2:46 pm EDT
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 ValueF1 | Mar 15, 2015 | M | 40,977 | $0.00 | A | 40,977 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2015 | F | 18,431 | $55.34 | D | 22,546 | D | |
| Common Stock, $1 2/3 Par ValueF2 | Mar 15, 2015 | M | 6,899 | $0.00 | A | 29,445 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2015 | F | 3,146 | $55.34 | D | 26,299 | D | |
| Common Stock, $1 2/3 Par ValueF3 | Mar 15, 2015 | M | 848 | $0.00 | A | 27,147 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2015 | F | 387 | $55.34 | D | 26,760 | D | |
| Common Stock, $1 2/3 Par ValueF4 | Mar 15, 2015 | M | 603 | $0.00 | A | 27,363 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2015 | F | 276 | $55.34 | D | 27,087 | D | |
| Common Stock, $1 2/3 Par ValueF5 | Mar 15, 2015 | M | 5,424 | $0.00 | A | 32,511 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2015 | F | 2,474 | $55.34 | D | 30,037 | D | |
| Common Stock, $1 2/3 Par ValueF6 | Mar 15, 2015 | M | 426 | $0.00 | A | 30,463 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2015 | F | 195 | $55.34 | D | 30,268 | D | |
| Common Stock, $1 2/3 Par ValueF7 | Mar 15, 2015 | M | 130,107 | $0.00 | A | 160,375 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2015 | F | 62,387 | $55.34 | D | 97,988 | D | |
| Common Stock, $1 2/3 Par ValueF8 | holding | — | — | — | 13,257 | I | Through 401(k) Plan | |
| Common Stock, $1 2/3 Par Value | holding | — | — | — | 93,853 | I | Through MJH Rev Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share RightF9,F10 | — | Mar 15, 2015 | M | 40,977 | D | — | — | Common Stock, $1 2/3 Par Value | 40,977 | 0 | D |
| Restricted Share RightF9,F11 | — | Mar 15, 2015 | M | 6,899 | D | — | — | Common Stock, $1 2/3 Par Value | 6,899 | 9,199 | D |
| Restricted Share RightF9,F12 | — | Mar 15, 2015 | M | 848 | D | — | — | Common Stock, $1 2/3 Par Value | 848 | 0 | D |
| Restricted Share RightF9,F13 | — | Mar 15, 2015 | M | 603 | D | — | — | Common Stock, $1 2/3 Par Value | 603 | 603 | D |
| Restricted Share RightF9,F14 | — | Mar 15, 2015 | M | 5,424 | D | — | — | Common Stock, $1 2/3 Par Value | 5,424 | 10,848 | D |
| Restricted Share RightF9,F15 | — | Mar 15, 2015 | M | 426 | D | — | — | Common Stock, $1 2/3 Par Value | 426 | 852 | D |
| 2012 Performance SharesF16,F17 | — | Mar 15, 2015 | M | 130,107 | D | — | — | Common Stock, $1 2/3 Par Value | 130,107 | 0 | D |
Explanation of responses
- F1Number of shares represents a Restricted Share Right ("RSR") vesting on 3/15/2015. Original grant date was 2/23/2010. This vesting represents 40% of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F10These RSRs vest in four installments: 5% on 11/1/2010, 25% on 3/15/2013, 30% on 3/15/2014, and 40% on 3/15/2015.
- F11These RSRs vest in three installments: 30% on each of 3/15/2014 and 3/15/2015, and 40% on 3/15/2016.
- F12These RSRs vest in three installments: one-third on 3/15/2013, 3/15/2014, and 3/15/2015. As a condition to receiving the grant, 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. These RSRs were granted to the reporting person as part of the reporting person's 2011 annual incentive compensation award.
- F13These RSRs vest in three installments: one-third on 3/15/2014, 3/15/2015, and 3/15/2016. As a condition to receiving the grant, 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. These RSRs were granted to the reporting person as part of the reporting person's 2012 annual incentive compensation award.
- F14These RSRs vest in four installments: one-fourth on 3/15/2014, 3/15/2015, 3/15/2016, and 3/15/2017. As a condition to receiving the grant, 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.
- F15These RSRs vest in three installments: one-third on 3/15/2015, 3/15/2016, and 3/15/2017. As a condition to receiving the grant, 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. These RSRs were granted to the reporting person as part of the reporting person's 2013 annual incentive compensation award.
- F16Each 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.
- F17Represents 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.
- F2Number of shares represents a RSR vesting on 3/15/2015. Original grant date was 2/22/2011. This vesting represents 30% of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F3Number of shares represents a RSR vesting on 3/15/2015. Original grant date was 2/28/2012. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F4Number of shares represents a RSR vesting on 3/15/2015. Original grant date was 3/8/2013. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F5Number of shares represents a RSR vesting on 3/15/2015. Original grant date was 3/8/2013. This vesting represents one-fourth of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F6Number of shares represents a RSR vesting on 3/15/2015. Original grant date was 2/25/2014. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F7These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 15, 2015 upon settlement of a Performance Share award granted on February 28, 2012 in connection with the attainment of pre-established performance goals over the three-year performance period ended December 31, 2014 (as previously disclosed on a Form 4 filed on March 3, 2015).
- F8Reflects share equivalent of units in Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 28, 2015, as if invested cash equivalents held by Plan were fully invested in Company common stock.
- F9Each RSR represents a contingent right to receive one share of Company common stock.