Sec Form 4 Filing - Thompson Bruce R. @ BANK OF AMERICA CORP /DE/ - 2014-04-28

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 Thompson Bruce R. 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) Chief Financial Officer (Last) (First) (Middle) 100 N. TRYON ST. 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2014 (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 688,315 D Common Stock 68.09 I 401(k) Plan

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 Exercisable Expiration Date Title Amount or Number of Shares 401(k) Restoration Plan BAC Stock Fund Unit $ 0 ( 1 ) 04/28/2014 I 203,261 ( 2 ) ( 2 ) Common Stock 68,189.3904 $ 5.14 ( 1 ) 203,261 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thompson Bruce R. 100 N. TRYON ST. CHARLOTTE, NC28255 Chief Financial Officer Signatures Bruce R. Thompson/Evelyn King POA 04/29/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )$5.14 is the purchase price of a 401(k) Restoration Plan BAC Stock Fund Unit as of April 28, 2014. Each 401(k) Restoration Plan BAC Stock Fund Unit is the economic equivalent of .335 share(s) of Bank of America Corporation common stock. Based on this conversion rate, the 203,261 units in column 5 are the economic equivalent of the 68,189.3904 shares of BAC stock reported in column 7. ( 2 )401(k) Restoration Plan BAC Stock Fund Units are payable in cash following termination of the reporting person's employment with Bank of America Corporation.

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).

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