Sec Form 4 Filing - O'Keefe Edward P. @ BANK OF AMERICA CORP /DE/ - 2012-02-15

FORM 4 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 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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1. Name and Address of Reporting Person O'Keefe Edward P. 2. Issuer Name and Ticker or Trading Symbol BANK OF AMERICA CORP /DE/ [ BAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) 100 NORTH TRYON STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2012 (Street) CHARLOTTE, NC28255 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/15/2012 M 5,145 A $ 0 ( 1 ) 59,386 D Common Stock 02/15/2012 D 5,145 D $ 7.78 54,241 D Common Stock 6,001.46 I Thrift Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Ex ercisable Expiration Date Title Amount or Number of Shares 2012 Performance Restricted Stock Units $ 0 ( 2 ) 02/15/2012 A 143,397 ( 2 ) ( 2 ) Common Stock 143,397 $ 0 143,397 D Stock Units 2011 $ 0 ( 1 ) 02/15/2012 M 5,145 ( 3 ) 02/15/2012 Common Stock 5,145 $ 0 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Keefe Edward P. 100 NORTH TRYON STREET CHARLOTTE, NC28255 General Counsel Signatures Edward P. O'Keefe/Roger C. McClary POA 02/17/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Stock Unit is the economic equivalent of one share of Bank of America common stock. ( 2 )Award of performance contingent restricted stock units (PRSUs) on February 15, 2012 pursuant to the terms of a Performance Contingent Restricted Stock Unit Agreement and the Bank of America Corporation 2003 Key Associate Stock Plan (KASP), which is exempt under Rule 16b-3(d) subject to the attainment of pre-established performance goals. The PRSU performance goals are based on the Company's return on assets measured each quarter based on the prior 12 month period. Each performance period is comprised of four calendar quarters and occurs on a rolling quarterly basis. The first performance period is the four calendar quarters ending December 31, 2012 and the last performance period is the the four calendar quarters ending December 31, 2016. To the extent earned, PRSUs will be settled 100% in shares. The earliest potential settlement date is March 1, 2015. ( 3 )The stock units were awarded on February 15, 2011 pursuant to the terms of a Stock Unit Award Agreement which is exempt under Rule 16b-3(d). These units vest and are payable solely in cash as follows:1/12th of the stock units will vest and become payable on the 15th day of each month during the twelve month period beginning in March 2011 and ending in February 2012.

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).

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