SEC Form 4 · accession 0001127602-17-012104
WELLS FARGO & COMPANY/MN · WFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Franklin R Codel
Officer — Sr. Executive Vice President
Period of report
Mar 15, 2017
Accepted (ET)
Mar 17, 2017 · 12:51 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, 2017 | M | 5,627 | $0.00 | A | 84,708 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2017 | F | 2,699 | $58.71 | D | 82,009 | D | |
| Common Stock, $1 2/3 Par ValueF2 | Mar 15, 2017 | M | 5,012 | $0.00 | A | 87,021 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2017 | F | 2,404 | $58.71 | D | 84,617 | D | |
| Common Stock, $1 2/3 Par ValueF3 | Mar 15, 2017 | M | 4,778 | $0.00 | A | 89,395 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2017 | F | 2,292 | $58.71 | D | 87,103 | D | |
| Common Stock, $1 2/3 Par ValueF4 | Mar 15, 2017 | M | 238 | $0.00 | A | 87,341 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2017 | F | 115 | $58.71 | D | 87,226 | D | |
| Common Stock, $1 2/3 Par Value | holding | — | — | — | 20 | I | By child | |
| Common Stock, $1 2/3 Par ValueF5 | holding | — | — | — | 11,171 | 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 RightF6,F7 | — | Mar 15, 2017 | M | 5,627 | D | — | — | Common Stock, $1 2/3 Par Value | 5,627 | 0 | D |
| Restricted Share RightF6,F8 | — | Mar 15, 2017 | M | 5,012 | D | — | — | Common Stock, $1 2/3 Par Value | 5,012 | 5,011 | D |
| Restricted Share RightF6,F9 | — | Mar 15, 2017 | M | 4,778 | D | — | — | Common Stock, $1 2/3 Par Value | 4,778 | 9,556 | D |
| Restricted Share RightF6,F10 | — | Mar 15, 2017 | M | 238 | D | — | — | Common Stock, $1 2/3 Par Value | 238 | 475 | D |
Explanation of responses
- F1Number of shares represents a Restricted Share Right ("RSR") vesting on 3/15/2017. Original grant date was 2/26/2013. This vesting represents one-fourth of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F10These RSRs vest in three installments: one-third on 3/15/2017, 3/15/2018, and 3/15/2019. 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 2015 annual incentive compensation award.
- F2Number of shares represents a RSR vesting on 3/15/2017. Original grant date was 2/25/2014. This vesting represents one-fourth of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F3Number of shares represents a RSR vesting on 3/15/2017. Original grant date was 2/24/2015. This vesting represents one-fourth of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F4Number of shares represents a RSR vesting on 3/15/2017. Original grant date was 2/23/2016. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F5Reflects 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 Wells Fargo & Company (the "Company") common stock.
- F6Each RSR represents a contingent right to receive one share of Company common stock.
- F7These RSRs vest in four installments: one-fourth on 3/15/2014, 3/15/2015, 3/15/2016, and 3/15/2017. 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.
- F8These RSRs vest in four installments: one-fourth on 3/15/2015, 3/15/2016, 3/15/2017, and 3/15/2018. 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.
- F9These RSRs vest in four installments: one-fourth on 3/15/2016, 3/15/2017, 3/15/2018, and 3/15/2019. 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.