SEC Form 4 · accession 0001127602-17-012111
WELLS FARGO & COMPANY/MN · WFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Loughlin
Officer — Sr. Executive Vice President
Period of report
Mar 15, 2017
Accepted (ET)
Mar 17, 2017 · 1:19 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 | 44,217 | $0.00 | A | 44,224 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2017 | F | 20,586 | $58.71 | D | 23,638 | D | |
| Common Stock, $1 2/3 Par ValueF2 | holding | — | — | — | 8,410 | I | Through 401(k) Plan | |
| Common Stock, $1 2/3 Par Value | holding | — | — | — | 272,332 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 Performance SharesF3,F4 | — | Mar 15, 2017 | M | 44,217 | D | — | — | Common Stock, $1 2/3 Par Value | 44,217 | 0 | D |
Explanation of responses
- F1These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 15, 2017 upon settlement of a Performance Share award granted on February 25, 2014 for the three-year performance period ended December 31, 2016 (as previously disclosed on a Form 4 filed on March 2, 2017).
- 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 for the three-year performance period ended December 31, 2016. 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.