Initial Statement of Beneficial Ownership (3)
July 07 2017 - 1:27PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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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
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Weiss Jonathan G.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
7/1/2017
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3. Issuer Name
and
Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [WFC]
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(Last)
(First)
(Middle)
375 PARK AVENUE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Sr. Executive Vice President /
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(Street)
NEW YORK, NY 10152
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, $1 2/3 Par Value
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86120
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D
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Common Stock, $1 2/3 Par Value
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4454.209
(1)
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I
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Through 401(k) Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Purchase Option
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(2)
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2/19/2018
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Common Stock, $1 2/3 Par Value
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12590
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$169.72
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D
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Restricted Share Right
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(3)
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(3)
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Common Stock, $1 2/3 Par Value
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14021.5668
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(4)
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D
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Restricted Share Right
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(5)
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(5)
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Common Stock, $1 2/3 Par Value
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7720.1713
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(4)
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D
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Restricted Share Right
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(6)
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(6)
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Common Stock, $1 2/3 Par Value
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17498.9411
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(4)
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D
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Restricted Share Right
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(7)
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(7)
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Common Stock, $1 2/3 Par Value
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4916.9163
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(4)
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D
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Restricted Share Right
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(8)
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(8)
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Common Stock, $1 2/3 Par Value
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10352.1627
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(4)
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D
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Restricted Share Right
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(9)
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(9)
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Common Stock, $1 2/3 Par Value
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4625.2376
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(4)
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D
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Explanation of Responses:
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(1)
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Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of July 1, 2017, as if investable cash equivalents held by Plan were fully invested in Wells Fargo & Company (the "Company") common stock.
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(2)
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The employee stock options, representing a right to purchase a total of 12,590 shares, became exercisable at 33% per year on the first, second, and third anniversary of the date of grant (2/19/2008).
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(3)
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These Restricted Share Rights ("RSR") 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.
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(4)
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Each RSR represents a contingent right to receive one share of Company common stock.
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(5)
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These RSRs vest in four installments: one-fourth on 3/15/2015, 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.
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(6)
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These RSRs vest in four installments: one-fourth on 3/15/2016, 3/15/2017, 3/15/2018, and 3/15/2019. 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.
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(7)
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These RSRs vest in four installments: one-fourth on 3/15/2015, 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 2013 annual incentive compensation award.
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(8)
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These RSRs vest in three installments: one-third on 3/15/2017, 3/15/2018, and 3/15/2019. 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 2015 annual incentive compensation award.
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(9)
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These 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.
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Remarks:
Exhibit 24 - Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Weiss Jonathan G.
375 PARK AVENUE
NEW YORK, NY 10152
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Sr. Executive Vice President
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Signatures
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Jonathan G. Weiss, by Anthony R. Augliera, as Attorney-in-Fact
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7/7/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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