-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ry6wZ8bj7dOHYjJEP7eBZzxPkhzJdQI3Mt11gJPyTP/KSoFJxXjgdIxfQVidzyzt J6F7ClPPW8ZCdp6Eq+Zuvg== 0001225208-09-000512.txt : 20090105 0001225208-09-000512.hdr.sgml : 20090105 20090105171054 ACCESSION NUMBER: 0001225208-09-000512 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090101 FILED AS OF DATE: 20090105 DATE AS OF CHANGE: 20090105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THAIN JOHN A CENTRAL INDEX KEY: 0001090355 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06523 FILM NUMBER: 09506460 BUSINESS ADDRESS: BUSINESS PHONE: (980) 386-3302 MAIL ADDRESS: STREET 1: C/O BANK OF AMERICA CORPORATION STREET 2: 101 SOUTH TRYON ST. NC1-002-29-01 CITY: CHARLOTTE STATE: NC ZIP: 28255 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560906609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER COMPANY: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER COMPANY: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 4 1 doc4.xml X0303 4 2009-01-01 0000070858 BANK OF AMERICA CORP /DE/ BAC 0001090355 THAIN JOHN A C/O BANK OF AMERICA CORPORATION 101 SOUTH TRYON ST. NC1-002-29-01 CHARLOTTE NC 28255 1 Pres Glbl Bkg Sec & Wlth Mgmt Common Stock 2009-01-01 4 A 0 443845 0 A 443845 D Common Stock 2009-01-01 4 M 0 114600 13.56 A 558445 D Common Stock 2009-01-01 4 F 0 93374 13.56 D 465071 D Common Stock 2009-01-01 4 A 0 214875 0 A 214875 I GRAT Option, Right to Buy 70.31 2009-01-01 4 A 0 36797 70.31 A 2017-02-03 Common Stock 36797 36797 D Option, Right to Buy 70.31 2009-01-01 4 A 0 1547100 70.31 A 2017-12-01 Common Stock 1547100 1547100 D Restricted Stock Units 0 2009-01-01 4 A 0 26532 0 A 2010-02-03 Common Stock 26532 26532 D Restricted Stock Units 0 2009-01-01 4 A 0 171900 0 A 2012-12-03 Common Stock 171900 171900 D Restricted Stock Units 0 2009-01-01 4 M 0 114600 0 D 2012-12-03 Common Stock 114600 57300 D Received in exchange for common stock of Merrill Lynch & Co., Inc. (Merrill) at an exchange ratio of .8595 of a share of Bank of America common stock for each share of Merrill common stock in connection with the merger of Merrill into Bank of America on January 1, 2009. The closing price of Merrill common stock on the last day prior to the effective time of the merger was $11.64 per share. Received in exchange for Merrill Lynch & Co., Inc. (Merrill) restricted stock units at an exchange ratio of .8595 of a Bank of America restricted stock unit for each Merrill restricted stock unit held prior to the merger on January 1, 2009. These restricted stock units vested 2/3 on the effective time of the merger. The remaining restricted stock units vest in four equal installments commencing December 1, 2009. The closing price of Merrill stock on the last day prior to the effective time of the merger was $11.64 per share. Disposition of shares to the issuer to satisfy the tax withholding obligation associated with the vesting of restricted stock which is exempt under Rule 16b-3(e). Received in exchange for options to acquire Merrill Lynch & Co., Inc. (Merrill) common stock at an exchange ratio of .8595 of a share of Bank of America common stock for each share of Merrill common stock subject to such option in connection with the merger of Merrill into Bank of America on January 1, 2009. The exercise price per share of Bank of America stock issuable upon exercise of these options is equal to the exercise price per share of Merrill common stock at which such Merrill option was exercisable immediately prior to the effective time of the merger divided by .8595. The closing price of Merrill stock on the last day prior to the effective time of the merger was $11.64 per share. These options vest 12,266 on each of February 3, 2008 and 2009 and 12,265 on February 3, 2010. These options fully vested on the effective date of the merger of Merrill Lynch & Co., Inc. into Bank of America Corporation. Received in exchange for Merrill Lynch & Co., Inc. (Merrill) restricted stock units at the rate of .8595 Bank of America restricted stock units for each Merrill restricted stock unit held prior to the merger of Merrill into Bank of America Corporation on January 1, 2009. The closing price of Merrill common stock on the last day prior to the merger was $11.64 per share. These restricted stock units vest in two equal installments commencing on February 3, 2009. John A. Thain/Roger C. McClary POA 2009-01-05 -----END PRIVACY-ENHANCED MESSAGE-----