Sec Form 4 Filing - Hardison Hope A. @ WELLS FARGO & COMPANY/MN - 2016-03-15

Insider filing report for Changes in Beneficial Ownership
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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
Hardison Hope A.
2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [ WFC]
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)
420 MONTGOMERY STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2016
(Street)
SAN FRANCISCO, CA94104
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 2/3 Par Value 03/15/2016 M 54,704.7875 ( 1 ) A $ 0 55,531.1955 D
Common Stock, $1 2/3 Par Value 03/15/2016 F 26,542.7875 D $ 49.98 28,988.408 D
Common Stock, $1 2/3 Par Value 03/15/2016 M 677.8356 ( 2 ) A $ 0 29,666.2436 D
Common Stock, $1 2/3 Par Value 03/15/2016 F 254.8356 D $ 49.98 29,411.408 D
Common Stock, $1 2/3 Par Value 03/15/2016 M 611.6592 ( 3 ) A $ 0 30,023.0672 D
Common Stock, $1 2/3 Par Value 03/15/2016 F 230.6592 D $ 49.98 29,792.408 D
Common Stock, $1 2/3 Par Value 10,848.4124 ( 4 ) I Through 401(k) Plan
Common Stock, $1 2/3 Par Value 58,380 I Through Family 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 Exercisable Expiration Date Title Amount or Number of Shares
2013 Performance Shares ( 5 ) 03/15/2016 M 54,704.7875 ( 6 ) ( 6 ) Common Stock, $1 2/3 Par Value 54,704.7875 $ 0 0 D
Restricted Share Right ( 7 ) 03/15/2016 M 677.8356 ( 8 ) ( 8 ) Common Stock, $1 2/3 Par Value 677.8356 $ 0 0 D
Restricted Share Right ( 7 ) 03/15/2016 M 611.6592 ( 9 ) ( 9 ) Common Stock, $1 2/3 Par Value 611.6592 $ 0 611.6592 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hardison Hope A.
420 MONTGOMERY STREET
SAN FRANCISCO, CA94104
Sr. Executive Vice President
Signatures
Hope A. Hardison, by Anthony R. Augliera, as Attorney-in-Fact 03/17/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 15, 2016 upon settlement of a Performance Share award granted on February 26, 2013 in connection with the attainment of pre-established performance goals over the three-year performance period ended December 31, 2015 (as previously disclosed on a Form 4 filed on March 3, 2016).
( 2 )Number of shares represents a Restricted Share Right ("RSR") vesting on 3/15/2016. Original grant date was 2/26/2013. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
( 3 )Number of shares represents a RSR vesting on 3/15/2016. Original grant date was 2/25/2014. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
( 4 )Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of February 29, 2016, as if investable cash equivalents held by Plan were fully invested in Company common stock.
( 5 )Each Performance Share represents a contingent right to receive one share of Company common stock upon vesting based on the attainment of pre-established performance goals.
( 6 )Represents the maximum number of 2013 Performance Shares earned based on the Company's attainment of pre-established performance goals for the three-year performance period ended December 31, 2015, as provided under the terms of a Performance Share award granted on February 26, 2013, which is exempt under Rule 16b-3(d). The 2013 Performance Shares will be settled in shares of common stock of the Company on March 15, 2016. 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.
( 7 )Each RSR represents a contingent right to receive one share of Company common stock.
( 8 )These RSRs vest in three installments: one-third on 3/15/2014, 3/15/2015, and 3/15/2016. These RSRs were granted to the reporting person as part of the reporting person's 2012 annual incentive compensation award.
( 9 )These RSRs vest in three installments: one-third on 3/15/2015, 3/15/2016, and 3/15/2017. These RSRs were granted to the reporting person as part of the reporting person's 2013 annual incentive compensation award.

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