Statement of Changes in Beneficial Ownership (4)
March 17 2022 - 12:25PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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
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Hranicky Kyle 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)
1000 LOUISIANA STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2022 |
(Street)
HOUSTON, TX 77002
(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 | 3/15/2022 | | M | | 7703.4946 (1) | A | $0 | 99141.4946 (2) | D | |
Common Stock, $1 2/3 Par Value | 3/15/2022 | | F | | 3031.4946 | D | $50.11 | 96110 | D | |
Common Stock, $1 2/3 Par Value | 3/15/2022 | | M | | 2567.4675 (3) | A | $0 | 98677.4675 | D | |
Common Stock, $1 2/3 Par Value | 3/15/2022 | | F | | 1010.4675 | D | $50.11 | 97667 | D | |
Common Stock, $1 2/3 Par Value | 3/15/2022 | | M | | 5010.1875 (4) | A | $0 | 102677.1875 | D | |
Common Stock, $1 2/3 Par Value | 3/15/2022 | | F | | 1972.1875 | D | $50.11 | 100705 | D | |
Common Stock, $1 2/3 Par Value | | | | | | | | 30634.39 (5) | I | Through 401(k) Plan |
Common Stock, $1 2/3 Par Value | | | | | | | | 3000 | I | Through COH Trust (6) |
Common Stock, $1 2/3 Par Value | | | | | | | | 3000 | I | Through KGH Trust (6) |
Common Stock, $1 2/3 Par Value | | | | | | | | 3000 | I | Through PAH Trust (6) |
Common Stock, $1 2/3 Par Value | | | | | | | | 2225 | I | Through Trust (7) |
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 |
2019 Performance Shares | (8) | 3/15/2022 | | M | | | 7703.4946 | (9) | (9) | Common Stock, $1 2/3 Par Value | 7703.4946 | $0 | 0 | D | |
Restricted Share Right | (10) | 3/15/2022 | | M | | | 2567.4675 | (11) | (11) | Common Stock, $1 2/3 Par Value | 2567.4675 | $0 | 0 | D | |
Restricted Share Right | (10) | 3/15/2022 | | M | | | 5010.1875 | (12) | (12) | Common Stock, $1 2/3 Par Value | 5010.1875 | $0 | 5010.1874 | D | |
Explanation of Responses: |
(1) | These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 15, 2022 upon settlement of a Performance Share award granted on February 26, 2019 for the three-year performance period ended December 31, 2021 (as previously disclosed on a Form 4 filed on March 2, 2022). |
(2) | Includes 58 shares acquired through the Company's dividend reinvestment plan on 3/1/2022. |
(3) | Number of shares represents a Restricted Share Right ("RSR") vesting on March 15, 2022. 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). |
(4) | Number of shares represents a RSR vesting on March 15, 2022. 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). |
(5) | Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 28, 2022, as if investable cash equivalents held by the Plan were fully invested in Company common stock. |
(6) | The Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any. |
(7) | Held in trust for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any. |
(8) | Each Performance Share represents a contingent right to receive one share of Company common stock upon vesting. |
(9) | Represents the number of 2019 Performance Shares determined based on financial performance for the three-year performance period ended December 31, 2021 pursuant to the terms and conditions of a Performance Share award granted on February 26, 2019, 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, shares of Company common stock as required under the Company's Stock Ownership Policy. |
(10) | Each RSR represents a contingent right to receive one share of Company common stock. |
(11) | These RSRs vest in three installments: one-third on 3/15/2020, 3/15/2021, and 3/15/2022. |
(12) | These RSRs vest in three installments: one-third on 3/15/2021, 3/15/2022, and 3/15/2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hranicky Kyle G 1000 LOUISIANA STREET HOUSTON, TX 77002 |
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| Sr. Executive Vice President |
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Signatures
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Kyle G. Hranicky, by Robert J. Kaukol, as Attorney-in-Fact | | 3/17/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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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