SEC Form 4 · accession 0001127602-17-009624
WELLS FARGO & COMPANY/MN · WFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mary T Mack
Officer — Sr. Executive Vice President
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 3:41 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 | holding | — | — | — | 15,700 | D | ||
| Common Stock, $1 2/3 Par ValueF1 | holding | — | — | — | 3,227 | I | Through 401(k) Plan | |
| Common Stock, $1 2/3 Par Value | holding | — | — | — | 147 | I | Through Spouse's Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 Performance SharesF2,F3 | — | Feb 28, 2017 | A | 31,836 | A | — | — | Common Stock, $1 2/3 Par Value | 31,836 | 31,836 | D |
| Restricted Share RightF4,F5 | — | Feb 28, 2017 | A | 3,816 | A | — | — | Common Stock, $1 2/3 Par Value | 3,816 | 3,816 | D |
Explanation of responses
- F1Reflects share equivalent of units in the Wells Fargo ESOP Fund and Wells Fargo Non-ESOP Fund under the 401(k) Plan (the "Plan") as of February 28, 2017, 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 final number of 2014 Performance Shares earned based on the Company's attainment of pre-established performance goals for the three-year performance period ended December 31, 2016 after taking into account a reduction approved by the Board's Human Resources Committee on February 28, 2017, in accordance with the terms of a Performance Share award granted on February 25, 2014, which is exempt under Rule 16b-3(d). The 2014 Performance Shares will be settled in shares of common stock of the Company on March 15, 2017. 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.
- F4Each Restricted Share Right ("RSR") represents a contingent right to receive one share of Company common stock.
- F5These RSRs vest in three installments: one-third on 3/15/2018, 3/15/2019, and 3/15/2020. 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 2016 annual incentive compensation award.