Sec Form 4 Filing - DALEY WILLIAM M @ WELLS FARGO & COMPANY/MN - 2023-03-15

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
DALEY WILLIAM M
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)
Vice Chairman - Public Affairs
(Last) (First) (Middle)
30 HUDSON YARDS
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2023
(Street)
NEW YORK, NY10001
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 03/15/2023 M 3,227.4724 ( 1 ) A $ 0 41,942.1118 ( 2 ) D
Common Stock, $1 2/3 Par Value 03/15/2023 F 1,505.4724 D $ 38.35 40,436.6394 D
Common Stock, $1 2/3 Par Value 03/15/2023 M 1,605.6919 ( 3 ) A $ 0 42,042.3313 D
Common Stock, $1 2/3 Par Value 03/15/2023 F 711.6919 D $ 38.85 41,330.6394 D
Common Stock, $1 2/3 Par Value 5,600 I Through IRA
Common Stock, $1 2/3 Par Value 5,500 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 Pr ice 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
2020 Performance Shares ( 4 ) 03/15/2023 M 3,227.4724 ( 5 ) ( 5 ) Common Stock, $1 2/3 Par Value 3,227.4724 $ 0 0 D
Restricted Share Right ( 6 ) 03/15/2023 M 1,605.6919 ( 7 ) ( 7 ) Common Stock, $1 2/3 Par Value 1,605.6919 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DALEY WILLIAM M
30 HUDSON YARDS
NEW YORK, NY10001
Vice Chairman - Public Affairs
Signatures
William M. Daley, by Janet McGinness, as Attorney-in-Fact 03/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 15, 2023 upon settlement of a Performance Share award granted on March 3, 2020 for the three-year performance period ended December 31, 2022 (as previously disclosed on a Form 4 filed on March 1, 2023).
( 2 )Includes the following shares acquired through the Company's dividend reinvestment plan: 71.99 shares on 3/1/2023 and 80 shares on 3/2/2023.
( 3 )Number of shares represents a Restricted Share Right ("RSR") vesting on March 15, 2023. 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).
( 4 )Each Performance Share represents a contingent right to receive one share of Company common stock upon vesting.
( 5 )Represents the number of 2020 Performance Shares determined based on financial performance for the three-year performance period ended December 31, 2022 pursuant to the terms and conditions of a Performance Share award granted on March 3, 2020, 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 and for one year after retirement, shares of Company common stock as required under the Company's Stock Ownership Policy.
( 6 )Each RSR represents a contingent right to receive one share of Company common stock.
( 7 )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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