SEC Form 4 · accession 0001127602-19-009006

WELLS FARGO & COMPANY/MN · WFC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard Levy

Officer — Executive VP & Controller

Period of report

Feb 26, 2019

Accepted (ET)

Feb 28, 2019 · 5:44 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000072971

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock, $1 2/3 Par Value	holding	—	—	—	95,222	I	Through RL & DL Trust
Common Stock, $1 2/3 Par Value	holding	—	—	—	2,217	D
Common Stock, $1 2/3 Par Value	holding	—	—	—	99	I	Ira
Common Stock, $1 2/3 Par Value^F1	holding	—	—	—	2,005	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
2016 Performance Shares^F2,F3	—	Feb 26, 2019	A	61,882	A	—	—	Common Stock, $1 2/3 Par Value	61,882	61,882	D
Restricted Share Right^F4,F5	—	Feb 26, 2019	A	11,091	A	—	—	Common Stock, $1 2/3 Par Value	11,091	11,091	D

Explanation of responses

F1Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of January 31, 2019, as if investable cash equivalents held by the 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 2016 Performance Shares earned based on the Company's attainment of pre-established performance goals for the three-year performance period ended December 31, 2018, as provided under the terms of a Performance Share award granted on February 23, 2016, which is exempt under Rule 16b-3(d). The 2016 Performance Shares will be settled in shares of common stock of the Company on March 15, 2019. 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, which were awarded as a portion of long-term incentive compensation for 2019, vest in three installments: one-third on 3/15/2020, 3/15/2021, and 3/15/2022. 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.