Derek A. Flowers Form 4 WELLS FARGO & COMPANY / Derek A. Flowers 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^*

Flowers Derek A.

(Last) (First) (Middle)

401 SOUTH TRYON STREET

(Street)

CHARLOTTE NC 28202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [ WFC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. EVP and Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2023

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, $1 2/3 Par Value	02/05/2023		M		9,262.3668(1)	A	$0	9,262.3668	D
Common Stock, $1 2/3 Par Value	02/05/2023		F		4,094.3668	D	$47.58	5,168	D
Common Stock, $1 2/3 Par Value	02/05/2023		M		10,337.7687(1)	A	$0	15,505.7687	D
Common Stock, $1 2/3 Par Value	02/05/2023		F		4,569.7687	D	$47.58	10,936	D
Common Stock, $1 2/3 Par Value	02/05/2023		M		12,309.3163(2)	A	$0	23,245.3163	D
Common Stock, $1 2/3 Par Value	02/05/2023		F		5,442.3163	D	$47.58	17,803	D
Common Stock, $1 2/3 Par Value								12,772.65(3)	I	Through 401(k) Plan
Common Stock, $1 2/3 Par Value								342.399	I	Through Spouse's IRA
Common Stock, $1 2/3 Par Value								142,870.545	I	Through Trust
Preferred Shares, Series L								25	I	Through Trust

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 Share Right	(4)	02/05/2023		M			9,262.3668	(5)	(5)	Common Stock, $1 2/3 Par Value	9,262.3668	$0	9,262.3664	D
Restricted Share Right	(4)	02/05/2023		M			10,337.7687	(5)	(5)	Common Stock, $1 2/3 Par Value	10,337.7687	$0	10,336.7307	D
Restricted Share Right	(4)	02/05/2023		M			12,309.3163	(6)	(6)	Common Stock, $1 2/3 Par Value	12,309.3163	$0	24,617.6085	D

Explanation of Responses:

1. Number of shares represents a Restricted Share Right ("RSR") vesting on February 5, 2023. Original grant date was January 26, 2021. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).

2. Number of shares represents a RSR vesting on February 5, 2023. Original grant date was January 25, 2022. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).

3. Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of January 31, 2023, as if investable cash equivalents held by the Plan were fully invested in Wells Fargo & Company (the "Company") common stock.

4. Each RSR represents a contingent right to receive one share of Company common stock.

5. These RSRs vest in three installments: one-third on 2/5/2022, 2/5/2023 and 2/5/2024. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for one year after retirement, shares of Company common stock as required under the Company's Stock Ownership Policy.

6. These RSRs vest in three installments: one-third on 2/5/2023, 2/5/2024, and 2/5/2025. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for one year after retirement, shares of Company common stock as required under the Company's Stock Ownership Policy.

	Derek A. Flowers, by Janet McGinness, as Attorney-in-Fact	02/07/2023
	** 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).
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