SEC Form 4 · accession 0001127602-15-011611
WELLS FARGO & COMPANY/MN · WFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Loughlin
Officer — Sr. Executive Vice President
Period of report
Mar 15, 2015
Accepted (ET)
Mar 17, 2015 · 3:15 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 | 130,107 | $0.00 | A | 130,123 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2015 | F | 67,890 | $55.34 | D | 62,233 | D | |
| Common Stock, $1 2/3 Par ValueF2 | Mar 15, 2015 | M | 32,781 | $0.00 | A | 95,014 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2015 | F | 15,808 | $55.34 | D | 79,206 | D | |
| Common Stock, $1 2/3 Par ValueF3 | holding | — | — | — | 7,688 | I | Through 401(k) Plan | |
| Common Stock, $1 2/3 Par ValueF4 | holding | — | — | — | 143,327 | 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 SharesF5,F6 | — | Mar 15, 2015 | M | 130,107 | D | — | — | Common Stock, $1 2/3 Par Value | 130,107 | 0 | D |
| Restricted Share RightF7,F8 | — | Mar 15, 2015 | M | 32,781 | D | — | — | Common Stock, $1 2/3 Par Value | 32,781 | 0 | D |
Explanation of responses
- F1These 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).
- F2Number 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).
- F3Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 28, 2015, as if investable cash equivalents held by Plan were fully invested in Company common stock.
- F4Includes the following shares acquired through the Company's dividend reinvestment plan: 901.301 shares on 3/1/2015.
- F5Each 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.
- F6Represents 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.
- F7Each RSR represents a contingent right to receive one share of Company common stock.
- F8These 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. 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.