Form Type: 4

SEC EDGAR Link
Accession Number:0001127602-20-012253
Date:2020-03-29
Issuer: WELLS FARGO & COMPANY/MN (WFC)
Original Submission Date:

Reporting Person:

MACK MARY T
301 SOUTH COLLEGE STREET
CHARLOTTE, NC 28202

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, $1 2/3 PAR VALUE 2020-03-29 M 78,393 a $0.00 132,476 direct
COMMON STOCK, $1 2/3 PAR VALUE 2020-03-29 F 35,042 d $30.28 97,434 direct
COMMON STOCK, $1 2/3 PAR VALUE 2020-03-29 M 1,409 a $0.00 98,843 direct
COMMON STOCK, $1 2/3 PAR VALUE 2020-03-29 F 597 d $30.28 98,246 direct
COMMON STOCK, $1 2/3 PAR VALUE 2020-03-29 M 12,716 a $0.00 110,962 direct
COMMON STOCK, $1 2/3 PAR VALUE 2020-03-29 F 5,386 d $30.28 105,576 direct
COMMON STOCK, $1 2/3 PAR VALUE 2020-03-29 0 $0.00 35,898 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
2017 PERFORMANCE SHARES 0.0 2020-03-29 deemed execution date M 78,393 (d) common stock, $1 2/3 par value 78,393 $0.00 0 direct
RESTRICTED SHARE RIGHT 0.0 2020-03-29 deemed execution date M 1,409 (d) common stock, $1 2/3 par value 1,409 $0.00 0 direct
RESTRICTED SHARE RIGHT 0.0 2020-03-29 deemed execution date M 12,716 (d) common stock, $1 2/3 par value 12,716 $0.00 25,429 direct
Footnotes
IDfootnote
f1 these shares represent common stock of wells fargo & company (the "company") acquired on march 29, 2020 upon settlement of a performance share award granted on february 28, 2017 for the three-year performance period ended december 31, 2019 (as previously disclosed on a form 4 filed on march 5, 2020).
f2 number of shares represents a restricted share right ("rsr") vesting on march 29, 2020. original grant date was february 28, 2017. this vesting represents one-third of the original amount of rsrs granted (plus dividend equivalents reinvested in additional rsrs).
f3 number of shares represents a rsr vesting on march 29, 2020. original grant date was february 26, 2019. this vesting represents one-third of the original amount of rsrs granted (plus dividend equivalents reinvested in additional rsrs).
f4 reflects share equivalent of units in the wells fargo esop fund and wells fargo non-esop fund under the 401(k) plan (the "plan") as of february 28, 2020, as if investable cash equivalents held by plan were fully invested in company common stock.
f5 each performance share represents a contingent right to receive one share of company common stock upon vesting.
f6 represents the number of 2017 performance shares determined based on the company's attainment of pre-established financial performance goals for the three-year performance period ended december 31, 2019, subject to the terms and conditions of a performance share award granted on february 28, 2017, which is exempt under rule 16b-3(d). 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.
f7 each rsr represents a contingent right to receive one share of company common stock.
f8 these rsrs vest in three installments: one-third on 3/15/2018, 3/15/2019, and 3/15/2020. 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 2016 annual incentive compensation award.
f9 these 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.
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