SEC Form 4 · accession 0001127602-17-012148
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
Mar 15, 2017
Accepted (ET)
Mar 17, 2017 · 2:28 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 | 97,277 | $0.00 | A | 762,219 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2017 | F | 48,505 | $58.71 | D | 713,713 | D | |
| Common Stock, $1 2/3 Par ValueF2 | Mar 15, 2017 | M | 1,612 | $0.00 | A | 715,325 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2017 | F | 569 | $58.71 | D | 714,756 | D | |
| Common Stock, $1 2/3 Par ValueF3 | Mar 15, 2017 | M | 1,274 | $0.00 | A | 716,031 | D | |
| Common Stock, $1 2/3 Par Value | Mar 15, 2017 | F | 449 | $58.71 | D | 715,581 | D | |
| Common Stock, $1 2/3 Par ValueF4 | 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 SharesF5,F6 | — | Mar 15, 2017 | M | 97,277 | D | — | — | Common Stock, $1 2/3 Par Value | 97,277 | 0 | D |
| Restricted Share RightF7,F8 | — | Mar 15, 2017 | M | 1,612 | D | — | — | Common Stock, $1 2/3 Par Value | 1,612 | 0 | D |
| Restricted Share RightF7,F9 | — | Mar 15, 2017 | M | 1,274 | D | — | — | Common Stock, $1 2/3 Par Value | 1,274 | 1,274 | 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).
- F2Number of shares represents a Restricted Share Right ("RSR") vesting on 3/15/2017. Original grant date was 2/25/2014. This vesting represents one-third 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-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
- F4Reflects 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.
- 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 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.
- F7Each RSR represents a contingent right to receive one share of Company common stock.
- F8These RSRs vest in three installments: one-third on 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. These RSRs were granted to the reporting person as part of the reporting person's 2013 annual incentive compensation award.
- F9These RSRs vest in three installments: one-third on 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. These RSRs were granted to the reporting person as part of the reporting person's 2014 annual incentive compensation award.