Sec Form 3 Filing - Drew Ann Elena @ WEX Inc. - 2020-12-02

FORM 3 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 Drew Ann Elena 2. Issuer Name and Ticker or Trading Symbol WEX Inc. [ WEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Risk and Compliance (Last) (First) (Middle) C/O WEX INC., 97 DARLING AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/02/2020 (Street) SOUTH PORTLAND, ME04106 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 1,597 D

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 Restricted Stock Units $ 0 ( 1 ) ( 1 ) Common Stock 304 D Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock 53 D Restricted Stock Units $ 0 ( 3 ) ( 3 ) Common Stock 109 D Restricted Stock Units $ 0 ( 4 ) ( 4 ) Common Stock 741 D Restricted Stock Units $ 0 ( 5 ) ( 5 ) Common Stock 1,954 D Restricted Stock Units $ 0 ( 6 ) ( 6 ) Common Stock 206 D Restricted Stock Units $ 0 ( 7 ) ( 7 ) Common Stock 593 D Restricted Stock Units $ 0 ( 8 ) ( 8 ) Common Stock 313 D Stock Option (right to buy) $ 103.75 03/15/2016( 9 ) 03/15/2025 Common Stock 87 D Stock Option (right to buy) $ 77.2 03/15/2017( 10 ) 03/15/2026 Common Stock 382 D Stock Option (right to buy) $ 104.95 03/20/2018( 11 ) 03/20/2027 Common Stock 421 D Stock Option (right to buy) $ 158.23 03/15/2019( 12 ) 03/15/2018 Common Stock 487 D Stock Option (right to buy) $ 184.81 03/20/2020( 13 ) 03/20/2029 Common Stock 515 D Stock Option (right to buy) $ 109.66 03/16/2021( 14 ) 03/16/2030 Common Stock 1,139 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Drew Ann Elena C/O WEX INC. 97 DARLING AVENUE SOUTH PORTLAND, ME04106 Chief Risk and Compliance Signatures /s/ Gregory Wiessner, as attorney-in-fact for Ann Elena Drew 12/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )RSUs vest with respect to the entirety of these units on December 15, 2020. ( 2 )RSUs vest with respect to the entirety of these units on March 15, 2021. ( 3 )RSUs vest with respect to half of these units on March 20, 2021 and March 20, 2022. ( 4 )RSUs vest with respect to the entirety of these units on June 17, 2022. ( 5 )RSUs vest with respect to the entirety of these units on December 16, 2022. ( 6 )RSUs vest with respect to half of these units on March 16, 2021 and March 16, 2022. ( 7 )RSUs vest with respect one third of these units on March 16, 2021, March 16, 2022, and March 16, 2023. ( 8 )RSUs vest with respect to half of these units on June 24, 2022 and June 24, 2023. ( 9 )This option became exercisable with respect to 29 units on March 15, 2016, 29 units on March 15, 2017, and 29 units on March 15, 2018. ( 10 )This option became exercisable with respect to 127 shares on March 15, 2017, 127 shares on March 15, 2018, and 128 shares on March 15, 2019. ( 11 )This option became exercisable with respect to 140 shares on March 20, 2018, 140 shares on March 20, 2019, and 141 shares on March 20, 2020. ( 12 )This option became exercisable with respect to 162 units on March 15, 2019 and 162 units on March 15, 2020, and becomes exercisable with respect to 163 shares on March 15, 2021. ( 13 )This option became exercisable with respect to 171 shares on March 20, 2020, and becomes exercisable with respect to 171 shares on March 20, 2021 and 173 shares on March 20, 2022. ( 14 )This option becomes exercisable with respect to 379 shares on March 16, 2021, 379 shares on March 16, 2022, and 381 shares on March 16, 2023.

Remarks: EXHIBIT LIST: EX-24 Power of Attorney Ann Drew

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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