8-K 1 d275578d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 31, 2016

 

 

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-2979   No. 41-0449260

(State or other jurisdiction

of incorporation)

  

(Commission File

Number)

  

(IRS Employer

Identification No.)

420 Montgomery Street, San Francisco, California 94104

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 1-866-249-3302

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 9.01. Financial Statements and Exhibits

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-202840) filed by Wells Fargo & Company with the Securities and Exchange Commission.

On October 31, 2016, Wells Fargo & Company issued the following Medium-Term Notes, Series K: (i) Principal at Risk Securities Linked to the Lowest Performing of the Russell 2000® Index and the EURO STOXX 50® Index due October 30, 2026, (ii) Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index due October 30, 2026, (iii) Principal at Risk Securities Linked to the iShares® MSCI Emerging Markets ETF due October 31, 2018, (iv) Principal at Risk Securities Linked to the iShares® MSCI EAFE ETF due October 31, 2018, (v) Principal at Risk Securities Linked to the S&P 500® Index, (vi) Principal at Risk Securities Linked to the Russell 2000® Index and (vii) Principal at Risk Securities Linked to the Lowest Performing of the Russell 2000® Index and the EURO STOXX 50® Index due November 2, 2026 (collectively, the “Notes”).

The purpose of this Current Report is to file with the Securities and Exchange Commission the form of Note related to each issuance and the opinion of Faegre Baker Daniels LLP regarding the Notes.

 

  (d)

Exhibits

 

  4.1

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Lowest Performing of the Russell 2000® Index and the EURO STOXX 50® Index due October 30, 2026.

 

  4.2

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index due October 30, 2026.

 

  4.3

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares® MSCI Emerging Markets ETF due October 31, 2018.

 

  4.4

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares® MSCI EAFE ETF due October 31, 2018.

 

  4.5

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P 500® Index.

 

  4.6

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Russell 2000® Index.

 

  4.7

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Lowest Performing of the Russell 2000® Index and the EURO STOXX 50® Index due November 2, 2026.

 

2

  5.1

Opinion of Faegre Baker Daniels LLP regarding the Notes.

 

  23.1

Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1).

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    WELLS FARGO & COMPANY
DATED: October 31, 2016     /s/ Neal A. Blinde
    Neal A. Blinde
    Executive Vice President and Treasurer

 

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Index to Exhibits

 

Exhibit No.    Description    Method of Filing
4.1    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Lowest Performing of the Russell 2000® Index and the EURO STOXX 50® Index due October 30, 2026.    Electronic Transmission
4.2    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index due October 30, 2026.    Electronic Transmission
4.3    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares® MSCI Emerging Markets ETF due October 31, 2018.    Electronic Transmission
4.4    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares® MSCI EAFE ETF due October 31, 2018.    Electronic Transmission
4.5    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P 500® Index.    Electronic Transmission
4.6    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Russell 2000® Index.    Electronic Transmission
4.7    Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Lowest Performing of the Russell 2000® Index and the EURO STOXX 50® Index due November 2, 2026.    Electronic Transmission
5.1    Opinion of Faegre Baker Daniels LLP regarding the Notes.    Electronic Transmission
23.1    Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1).   

 

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