WEX (WEX) Form 4 WEX / Karen B. Stroup ownership change

SEC Form 4

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^*

Stroup Karen B.

(Last) (First) (Middle)

1 HANCOCK STREET

(Street)

PORTLAND ME 04101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WEX Inc. [ WEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Digital Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/15/2024		M		3,064	A	$0	5,242	D
Common Stock	03/15/2024		F(1)		1,206	D	$233.95	4,036	D
Common Stock	03/15/2024		M		530	A	$0	4,566	D
Common Stock	03/15/2024		F(1)		209	D	$233.95	4,357	D
Common Stock	03/15/2024		M		652	A	$0	5,009	D
Common Stock	03/15/2024		F(1)		257	D	$233.95	4,752	D
Common Stock	03/15/2024		M		2,605	A	$0	7,357	D
Common Stock	03/15/2024		F(1)		1,026	D	$233.95	6,331	D

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 (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
Restricted Stock Units	$0	03/15/2024		M			3,064	(2)	(2)	Common Stock	3,064	$0	0	D
Restricted Stock Units	$0	03/15/2024		M			530	(2)	(2)	Common Stock	530	$0	533	D
Restricted Stock Units	$0	03/15/2024		M			652	(2)	(2)	Common Stock	652	$0	1,307	D
Restricted Stock Units	$0	03/15/2024		M			2,605	(2)	(2)	Common Stock	2,605	$0	0	D
Restricted Stock Units	$0	03/15/2024		A		2,199		(3)	(3)	Common Stock	2,199	$0	2,199	D
Market Share Units	(4)	03/15/2024		A		2,199		(5)	(5)	Common Stock	2,199	$0	2,199(4)	D

Explanation of Responses:

1. Represents tax withholding in connection with the vesting of the Restricted Stock Units ("RSUs") on March 15, 2024.

2. Restricted Stock Units vested on March 15, 2024 and each RSU converted into one share of common stock.

3. Restricted Stock Units ("RSUs") vest with respect to one-third of these shares on each one year anniversary of this grant.

4. Each market share unit (MSU), a form of performance-based restricted stock unit, converts into the number of shares of common stock determined by applying a payout factor to the target number of MSUs vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average) divided by the close price on the grant date. The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%. The target number of MSUs is reported in this Form 4.

5. One-third of the MSU award will vest on each of the first, second and third anniversaries of the grant date and will be converted into shares of common stock based on a payout factor, provided that the MSUs will only vest if the payout factor is at least 60%, and if the payout factor is not at least 60% on an applicable vesting date MSUs eligible to vest on that date will be forfeited.

Remarks:

	/s/ Timothy Bergeron, as Attorney-in-Fact for Karen Stroup	03/19/2024
	** 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).
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