Statement of Changes in Beneficial Ownership (4)
March 17 2021 - 12:17PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Pelos Petros G |
2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN
[
WFC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. Executive Vice President |
(Last)
(First)
(Middle)
420 MONTGOMERY STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2021 |
(Street)
SAN FRANCISCO, CA 94104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $1 2/3 Par Value | 3/15/2021 | | M | | 40050.2282 (1) | A | $0 | 109029.2282 | D | |
Common Stock, $1 2/3 Par Value | 3/15/2021 | | F | | 15800.2282 | D | $39.70 | 93229 | D | |
Common Stock, $1 2/3 Par Value | 3/15/2021 | | M | | 13541.7273 (2) | A | $0 | 106770.7273 | D | |
Common Stock, $1 2/3 Par Value | 3/15/2021 | | F | | 5024.7273 | D | $39.70 | 101746 | D | |
Common Stock, $1 2/3 Par Value | 3/15/2021 | | M | | 18776.623 (3) | A | $0 | 120522.623 | D | |
Common Stock, $1 2/3 Par Value | 3/15/2021 | | F | | 6966.623 | D | $39.70 | 113556 | D | |
Common Stock, $1 2/3 Par Value | | | | | | | | 102925.75 (4) | I | Through 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
2018 Performance Shares | (5) | 3/15/2021 | | M | | | 40050.2282 | (6) | (6) | Common Stock, $1 2/3 Par Value | 40050.2282 | $0 | 0 | D | |
Restricted Share Right | (7) | 3/15/2021 | | M | | | 13541.7273 | (8) | (8) | Common Stock, $1 2/3 Par Value | 13541.7273 | $0 | 13540.6529 | D | |
Restricted Share Right | (7) | 3/15/2021 | | M | | | 18776.623 | (9) | (9) | Common Stock, $1 2/3 Par Value | 18776.623 | $0 | 37553.2456 | D | |
Explanation of Responses: |
(1) | These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 15, 2021 upon settlement of a Performance Share award granted on February 26, 2018 for the three-year performance period ended December 31, 2020 (as previously disclosed on a Form 4 filed on February 25, 2021). |
(2) | Number of shares represents a Restricted Share Right ("RSR") vesting on March 15, 2021. 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). |
(3) | Number of shares represents a RSR vesting on March 15, 2021. Original grant date was March 3, 2020. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs). |
(4) | Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 26, 2021, as if investable cash equivalents held by Plan were fully invested in Company common stock. |
(5) | Each Performance Share represents a contingent right to receive one share of Company common stock upon vesting. |
(6) | Represents the number of 2018 Performance Shares determined based on financial performance for the three-year performance period ended December 31, 2020 pursuant to the terms and conditions of a Performance Share award granted on February 26, 2018, which is exempt under Rule 16b-3(d). As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for one year after retirement, shares of Company common stock as required under the Company's Stock Ownership Policy. |
(7) | Each RSR represents a contingent right to receive one share of Company common stock. |
(8) | 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 one year after retirement, shares of Company common stock as required under the Company's Stock Ownership Policy. |
(9) | These RSRs vest in three installments: one-third on 3/15/2021, 3/15/2022, and 3/15/2023. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for one year after retirement, shares of Company common stock as required under the Company's Stock Ownership Policy. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Pelos Petros G 420 MONTGOMERY STREET SAN FRANCISCO, CA 94104 |
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| Sr. Executive Vice President |
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Signatures
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Petros G. Pelos, by Anthony R. Augliera, as Attorney-in-Fact | | 3/17/2021 |
**Signature of Reporting Person | Date |
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