Sec Form 4 Filing - Flowers Derek A. @ WELLS FARGO & COMPANY/MN - 2022-03-15

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
Flowers Derek 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. EVP and Chief Risk Officer
(Last) (First) (Middle)
401 SOUTH TRYON STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2022
(Street)
CHARLOTTE, NC28202
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 03/15/2022 M 11,006.7077( 1 ) A $ 0 21,691.7077( 2 ) D
Common Stock, $1 2/3 Par Value 03/15/2022 F 4,891.7077 D $ 50.11 16,800 D
Common Stock, $1 2/3 Par Value 03/15/2022 M 3,668.9024( 3 ) A $ 0 20,468.9024 D
Common Stock, $1 2/3 Par Value 03/15/2022 F 1,630.9024 D $ 50.11 18,838 D
Common Stock, $1 2/3 Par Value 03/15/2022 M 6,200.4993( 4 ) A $ 0 25,038.4993 D
Common Stock, $1 2/3 Par Value 03/15/2022 F 2,756.4993 D $ 50.11 22,282 D
Common Stock, $1 2/3 Par Value 11,870.44( 5 ) I Through 401(k) Plan
Common Stock, $1 2/3 Par Value 338.217( 6 ) I Through Spouse's IRA
Common Stock, $1 2/3 Par Value 115,821.114( 7 ) I Through Trust
Preferred Shares, Series L 25 I Through 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
2019 Performance Shares ( 8 ) 03/15/2022 M 11,006.7077 ( 9 ) ( 9 ) Common Stock, $1 2/3 Par Value 11,006.7077 $ 0 0 D
Restricted Share Right ( 10 ) 03/15/2022 M 3,668.9024 ( 11 ) ( 11 ) Common Stock, $1 2/3 Par Value 3,668.9024 $ 0 0 D
Restricted Share Right ( 10 ) 03/15/2022 M 6,200.4993 ( 12 ) ( 12 ) Common Stock, $1 2/3 Par Value 6,200.4993 $ 0 6,200.4991 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flowers Derek A.
401 SOUTH TRYON STREET
CHARLOTTE, NC28202
Sr. EVP and Chief Risk Officer
Signatures
Derek A. Flowers, by Robert J. Kaukol, as Attorney-in-Fact 03/17/2022
Signature of Reporting Person Date
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 51 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 )Includes 1.076 shares acquired through the Company's dividend reinvestment plan on 3/1/2022.
( 7 )Includes 566.06 shares acquired through the Company's dividend reinvestment plan on 3/1/2022.
( 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. 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.
( 12 )These RSRs vest in three installments: one-third on 3/15/2021, 3/15/2022, and 3/15/2023. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for one year after retirement, shares of Company common stock as required under the Company's Stock Ownership Policy.

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