Joel Alan Dearborn JR Form 3 WEX / Joel Alan Dearborn JR 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^*

Dearborn Joel Alan JR

(Last) (First) (Middle)

C/O WEX INC.

97 DARLING AVENUE

(Street)

SOUTH PORTLAND ME 04106

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2017

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Corporate Payments

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	1,413	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	(1)	Common Stock	1,457	0.0	D
Restricted Stock Units	(2)	(2)	Common Stock	1,272	0.0	D
Restricted Stock Unit	(3)	(3)	Common Stock	285	0.0	D
Stock Option (right to buy)	(4)	(4)	Common Stock	843	104.95	D

Explanation of Responses:

1. Restricted stock units will vest on March 15, 2018.

2. Restricted stock units will vest with respect to one half of the underlying shares on each of September 15, 2018 and September 15, 2019.

3. Restricted stock units will vest with respect to one third of the underlying shares on each of March 20, 2018, March 20, 2019 and March 20, 2020.

4. This stock option will vest with respect to one third of these shares on each of March 20, 2018, March 20, 2019 and March 20, 2020.

Remarks:

EXHIBIT LIST: EX-24 powerofattorneyjoeldearborn, GRAPHIC graphicjoeldearborn

	/s/ Gregory Wiessner, as attorney-in-fact for Joel A. Dearborn	12/11/2017
	** 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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