| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [ WFC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/15/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||
| 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. |
| William M. Daley, by Janet McGinness, as Attorney-in-Fact | 03/17/2023 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||