SEC Form 4 · accession 0001127602-17-009763
WELLS FARGO & COMPANY/MN · WFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy J Sloan
Officer — CEO & President · Director
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 4:45 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 ValueF1 | holding | — | — | — | 664,941 | D | ||
| Common Stock, $1 2/3 Par ValueF2 | holding | — | — | — | 1,197 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 Performance SharesF3,F4 | — | Feb 28, 2017 | A | 97,277 | A | — | — | Common Stock, $1 2/3 Par Value | 97,277 | 97,277 | D |
Explanation of responses
- F1Includes the following shares acquired through Wells Fargo & Company's (the "Company") dividend reinvestment plan: 1.132 shares on 9/1/2016 and .01 shares on 12/1/2016.
- F2Reflects share equivalent of units in the Wells Fargo 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 Company common stock.
- F3Each 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.
- F4Represents 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.