Catherine P Bessant Form 3 BANK OF AMERICA / Catherine P Bessant ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bessant Catherine P

(Last)

(First)

(Middle)

100 NORTH TRYON STREET

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2015

3. Issuer Name and Ticker or Trading Symbol
BANK OF AMERICA CORP /DE/ [ BAC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Ops & Tech Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	419,103.52	D
Common Stock	7,896.77	I	401(k) Plan
Common Stock	1,250	I	UTMA TRUST 1
Common Stock	1,250	I	UTMA TRUST 2

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2011 Performance Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	103,704	⁽²⁾	D
2013 Performance Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	110,646	⁽²⁾	D
2013 Restricted Stock Units	⁽⁴⁾	02/15/2016	Common Stock	36,882	⁽⁵⁾	D
2014 Performance Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	92,849	⁽²⁾	D
2014 Restricted Stock Units	⁽⁷⁾	02/14/2017	Common Stock	61,900	⁽⁵⁾	D
2015 Performance Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	92,593	⁽²⁾	D
2015 Restricted Stock Units	⁽⁹⁾	02/13/2018	Common Stock	92,593	⁽⁵⁾	D
Option, Right to Buy	⁽¹⁰⁾	02/15/2018	Common Stock	52,500	42.7	D
Option, Right to Buy	⁽¹⁰⁾	02/15/2016	Common Stock	105,000	44.36	D
Option, Right to Buy	⁽¹⁰⁾	02/15/2017	Common Stock	70,000	53.85	D

Explanation of Responses:

1. On February 15, 2011, the reporting person was granted units, vesting and payable in shares of Bank of America Corporation common stock subject to the Company's attainment of return on asset performance goals measured each quarter based on a twelve-month rolling period. The first performance period was the four calendar quarters ending December 31, 2011, and the last performance period is the four calendar quarters ending December 31, 2015.

2. Each unit is the economic equivalent of one share of Bank of America Corporation common stock.

3. On February 15, 2013, the reporting person was granted units, vesting and payable in cash based on the closing price of Bank of America Corporation common stock on the settlement date, subject to the Company's attainment of performance goals. One-half of the units reported have performance goals based on the Company's three year average return on assets and one-half of the units reported have performance goals based on the Company's three year average growth in adjusted tangible book value, both beginning on January 1, 2013 and ending December 31, 2015.

4. On February 15, 2013, the reporting person was granted units, vesting in three equal annual installments commencing with the first anniversary of the grant date.

5. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.

6. On February 14, 2014, the reporting person was granted units, vesting and payable in cash based on the closing price of Bank of America Corporation common stock on the settlement date, subject to the Company's attainment of performance goals. One-half of the units reported have performance goals based on the Company's three year average return on assets and one-half of the units reported have performance goals based on the Company's three year average growth in adjusted tangible book value, both beginning on January 1, 2014 and ending December 31, 2016. The reported number of units represents the "target" amount of the award; the actual award upon vesting may range between 0% and 125% of the target, depending upon satisfaction of the performance goals.

7. On February 14, 2014, the reporting person was granted units, vesting in three equal annual installments commencing with the first anniversary of the grant date

8. On February 13, 2015, the reporting person was granted units, vesting and payable in cash based on the closing price of Bank of America Corporation common stock on the settlement date, subject to the Company's attainment of performance goals. One-half of the units reported have performance goals based on the Company's three year average return on assets and one-half of the units reported have performance goals based on the Company's three year average growth in adjusted tangible book value, both beginning on January 1, 2015 and ending December 31, 2017. The reported number of units represents the "target" amount of the award; the actual award upon vesting may range between 0% and 125% of the target, depending upon satisfaction of the performance goals.

9. On February 13, 2015, the reporting person was granted units, vesting in three equal annual installments commencing with the first anniversary of the grant date.

10. These options, which are exempt under Rule 16b-3(d), are fully exercisable.

	Catherine P. Bessant / Amanda Daniel POA	08/03/2015
	** 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 5 (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).
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Catherine P Bessant Form 3BANK OF AMERICA / Catherine P Bessant ownership change