Bank of America (BAC) Form 4 BANK OF AMERICA / Catherine P Bessant 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^*

Bessant Catherine P

(Last) (First) (Middle)

100 NORTH TRYON STREET

(Street)

CHARLOTTE NC 28255

(City) (State) (Zip)

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2020

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	03/01/2020		M		82,439	A	(1)	366,083(2)	I	Revocable Trust
Common Stock	03/01/2020		F		37,191(3)	D	$28.5	328,892	I	Revocable Trust
Common Stock	03/01/2020		M		1,851	A	(4)	330,743	I	Revocable Trust
Common Stock	03/01/2020		D		1,851	D	$28.5	328,892	I	Revocable Trust
Common Stock								453,788.52	D
Common Stock								8,416.04	I	401(k) Plan
Common Stock								1,250	I	By Child(5)
Common Stock								1,250	I	UTMA Trust 2

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
2017 Performance Restricted Stock Units	(1)	03/01/2020		M			82,439	(6)	(6)	Common Stock	82,439	(1)	0	D
2015 Performance Restricted Stock Units	(4)	03/01/2020		M			1,851	(7)	(7)	Common Stock	1,851	(4)	0	D

Explanation of Responses:

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

2. 42,737 shares previously reported as being directly held are held in the reporting person's Revocable Trust.

3. Disposition of shares to the issuer to satisfy a tax withholding obligation.

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

5. Reflects a change in the ownership of the account from an UTMA to direct ownership by a child of the reporting person.

6. On February 15, 2017, the reporting person was granted units, subject to the Company's attainment of performance goals. One-half of the units have performance goals based on the Company's three year average return on assets and one-half of the units have performance goals based on the Company's three year average growth in adjusted tangible book value, both beginning on January 1, 2017 and ending December 31, 2019. For the performance period, an amount equaling 100% of the target was earned. Of the 100% earned, 100% was settled in shares on March 1, 2020.

7. 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 had performance goals based on the Company's three-year average return on assets and one-half of the units reported had 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. For the performance period, an amount equaling 102% of the target was earned. Of the 102% earned, 100% was settled in cash on March 1, 2018. The amount earned exceeding 100% resulted in an additional 1,851 units which were settled in cash on March 1, 2020.

	Catherine P. Bessant / Michael P. Lapp POA	03/03/2020
	** Signature of Reporting Person	Date
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