SEC Form 4 · accession 0001127602-15-023365
WELLS FARGO & COMPANY/MN · WFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James M Strother
Officer — Sr. Executive Vice President
Period of report
Jul 22, 2015
Accepted (ET)
Jul 24, 2015 · 2:04 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 | Jul 22, 2015 | M | 2,500 | $0.00 | A | 208,649 | D | |
| Common Stock, $1 2/3 Par Value | Jul 22, 2015 | F | 1,246 | $58.52 | D | 207,403 | D | |
| Common Stock, $1 2/3 Par ValueF2 | Jul 23, 2015 | S | 31,000 | $58.28 | D | 176,403 | D | |
| Common Stock, $1 2/3 Par ValueF3 | holding | — | — | — | 5,324 | I | Through 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share RightF4,F5 | — | Jul 22, 2015 | M | 2,500 | D | — | — | Common Stock, $1 2/3 Par Value | 2,500 | 7,498 | D |
Explanation of responses
- F1Number of shares represents a Restricted Share Right ("RSR") vesting on 7/22/2015. Original grant date was 7/22/2014. This vesting represents one-fourth of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.27 to $58.295 inclusive. The reporting person undertakes to provide to Wells Fargo & Company (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
- F3Reflects share equivalents of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of June 30, 2015, as if investable cash equivalents held by Plan were fully invested in Company common stock.
- F4Each RSR represents a contingent right to receive one share of Company common stock.
- F5These RSRs vest in four installments: one-fourth on 7/22/2015, 7/22/2016, 7/22/2017, and 7/22/2018. 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.