SEC Form 4 · accession 0001127602-16-044723

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, 2016

Accepted (ET)

Mar 3, 2016 · 2:06 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, 2016	M	11	$48.72	A	1,271	D
Common Stock, $1 2/3 Par Value	Mar 1, 2016	F	5	$48.72	D	1,266	D
Common Stock, $1 2/3 Par Value^F1	holding	—	—		—	8,040	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value^F2	holding	—	—		—	213,351	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
Phantom Stock Units^F3,F4	—	Mar 1, 2016	M	11	D	—	—	Common Stock, $1 2/3 Par Value	11	13,035	D
2013 Performance Shares^F5,F6	—	Mar 1, 2016	A	111,605	A	—	—	Common Stock, $1 2/3 Par Value	111,605	111,605	D

Explanation of responses

F1Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 29, 2016, as if investable cash equivalents held by Plan were fully invested in Wells Fargo & Company (the "Company") common stock.
F2Includes the following shares acquired through the Company's dividend reinvestment plan: 239.063 shares on 12/1/2015.
F3Conversion price is 1-for-1. Includes shares held through supplemental 401(k) plan and deferred compensation plan.
F4Deferred compensation shares payable in installments depending upon executive's election. Supplemental 401(k) plan shares payable upon retirement.
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 2013 Performance Shares earned based on the Company's attainment of pre-established performance goals for the three-year performance period ended December 31, 2015, as provided under the terms of a Performance Share award granted on March 8, 2013, which is exempt under Rule 16b-3(d). The 2013 Performance Shares will be settled in shares of common stock of the Company on March 15, 2016. 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.