Joel Alan Dearborn JR Form 4 WEX / Joel Alan Dearborn JR 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^*

Dearborn Joel Alan JR

(Last) (First) (Middle)

1 HANCOCK ST.

(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 Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2023

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	03/15/2023		M		383	A	$0	12,192	D
Common Stock	03/15/2023		F(1)		113	D	$176.84	12,079	D
Common Stock	03/15/2023		M		673	A	$0	12,752	D
Common Stock	03/15/2023		F(1)		198	D	$176.84	12,554	D
Common Stock	03/16/2023		M		792	A	$0	13,346	D
Common Stock	03/16/2023		F(2)		233	D	$173.56	13,113	D
Common Stock	03/16/2023		M		854	A	$0	13,967	D
Common Stock	03/16/2023		F(2)		251	D	$173.56	13,716	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	$0.0	03/15/2023		M			383	(3)	(3)	Common Stock	383	$0	385	D
Restricted Stock Unit	$0.0	03/15/2023		M			673	(3)	(3)	Common Stock	673	$0	1,349	D
Restricted Stock Unit	$0.0	03/16/2023		M			792	(4)	(4)	Common Stock	792	$0	0	D
Restricted Stock Units	$0.0	03/16/2023		M			854	(4)	(4)	Common Stock	854	$0	0	D
Restricted Stock Unit	$0.0	03/15/2023		A		2,651		(5)	(5)	Common Stock	2,651	$0	2,651	D
Stock Option (right to buy)	$173.56	03/15/2023		A		5,634		(6)	03/15/2033	Common Stock	5,634	$0	5,634	D

Explanation of Responses:

1. Represents tax withholding in connection with the vesting of the Restricted Stock Units ("RSUs") on March 15, 2023.

2. Represents tax withholding in connection with the vesting of the Restricted Stock Units ("RSUs") on March 16, 2023.

3. Restricted Stock Units vested on March 15, 2023 and each RSU converted into one share of common stock.

4. Restricted Stock Units vested on March 16, 2023 and each RSU converted into one share of common stock.

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

6. This stock option will vest with respect to one-third of these shares on each one year anniversary of this grant.

Remarks:

	/s/ Hilary Rapkin, as attorney-in-fact for Joel A. Dearborn	03/17/2023
	** 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).
** 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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