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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2011 Performance Shares | (7) | 03/15/2014 | M | 129,205.3945 | (8) | (8) | Common Stock, $1 2/3 Par Value | 129,205.3945 | $ 0 | 0 | D | ||||
| Restricted Share Right | (9) | 03/15/2014 | M | 21,548.9213 | (10) | (10) | Common Stock, $1 2/3 Par Value | 21,548.9213 | $ 0 | 28,730.8068 | D | ||||
| Restricted Share Right | (9) | 03/15/2014 | M | 3,828.4921 | (11) | (11) | Common Stock, $1 2/3 Par Value | 3,828.4921 | $ 0 | 0 | D | ||||
| Restricted Share Right | (9) | 03/15/2014 | M | 6,335.1831 | (12) | (12) | Common Stock, $1 2/3 Par Value | 6,335.1831 | $ 0 | 12,670.3664 | D | ||||
| Restricted Share Right | (9) | 03/15/2014 | M | 5,282.2411 | (13) | (13) | Common Stock, $1 2/3 Par Value | 5,282.2411 | $ 0 | 15,846.7238 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| STROTHER JAMES M 45 FREMONT STREET 27TH FLOOR SAN FRANCISCO, CA 94105 |
Sr. Executive Vice President | |||
| James M. Strother, by Anthony R. Augliera, as Attorney-in-Fact | 03/18/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 15, 2014 upon settlement of a Performance Share award granted on February 22, 2011 in connection with the attainment of pre-established performance goals over the three-year performance period ended December 31, 2013 (as previously disclosed on a Form 4 filed on March 4, 2014). |
| (2) | Number of shares represents a Restricted Share Right ("RSR") vesting on 3/15/2014. Original grant date was 2/23/2010. This vesting represents 30% of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs). |
| (3) | Number of shares represents a RSR vesting on 3/15/2014. Original grant date was 2/22/2011. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs). |
| (4) | Number of shares represents a RSR vesting on 3/15/2014. Original grant date was 2/28/2012. This vesting represents one-fourth of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs). |
| (5) | Number of shares represents a RSR vesting on 3/15/2014. Original grant date was 3/8/2013. This vesting represents one-fourth of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs). |
| (6) | Reflects share equivalents of units in Wells Fargo ESOP Fund of 401(k) Plan (the "Plan") as of February 28, 2014, as if investable cash equivalents held by Plan were fully invested in Company common stock. |
| (7) | Each Performance Share represented a contingent right to receive one share of Company common stock upon vesting based on the attainment of pre-established performance goals. |
| (8) | Represents the maximum number of 2011 Performance Shares earned based on the Company's attainment of pre-established performance goals for the three-year performance period ended December 31, 2013, as provided under the terms of a Performance Share award granted on February 22, 2011, which is exempt under Rule 16b-3(d). The 2011 Performance Shares will be settled in shares of common stock of the Company on March 15, 2014. 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. |
| (9) | Each RSR represents a contingent right to receive one share of Company common stock. |
| (10) | These RSRs vest in four installments: 5% on 11/1/2010, 25% on 3/15/2013, 30% on 3/15/2014, and 40% on 3/15/2015. 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. |
| (11) | These RSRs vest in three installments: one-third on 3/15/2012, 3/15/2013, and 3/15/2014. 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 2010 annual incentive compensation award. |
| (12) | These RSRs vest in four installments: one-fourth on 3/15/2013, 3/15/2014, 3/15/2015, and 3/15/2016. 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. |
| (13) | These RSRs vest in four installments: one-fourth on 3/15/2014, 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. |