SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Drew Ann Elena

(Last)

(First)

(Middle)

1 HANCOCK ST.

(Street)

PORTLAND

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 Risk and Compliance

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2024		M		382	A	$77.2	6,537	D
Common Stock	02/20/2024		M		421	A	$104.95	6,958	D
Common Stock	02/20/2024		M		1,139	A	$109.66	8,097	D
Common Stock	02/20/2024		M		87	A	$103.75	8,184	D
Common Stock	02/20/2024		S		4,531	D	$218.03⁽¹⁾	3,653	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$77.2	02/20/2024		M			382	03/15/2017⁽²⁾	03/15/2026	Common Stock	382	$0	0	D
Stock Option (right to buy)	$104.95	02/20/2024		M			421	03/20/2018⁽³⁾	03/20/2027	Common Stock	421	$0	0	D
Stock Option (right to buy)	$109.66	02/20/2024		M			1,139	03/16/2021⁽⁴⁾	03/16/2030	Common Stock	1,139	$0	0	D
Stock Option (right to buy)	$103.75	02/20/2024		M			87	03/15/2016⁽⁵⁾	03/15/2025	Common Stock	87	$0	0	D

Explanation of Responses:

1. The price listed is a weighted average price for all shares sold. All shares were sold for between $217.69 and $218.49. Upon request, the reporting person will provide the Securities and Exchange Commission, WEX Inc., or any security holder of WEX Inc. with full information regarding the number of shares sold at each separate purchase price.

2. The option became exercisable with respect to one-third of these shares on each of March 15, 2017, March 15, 2018, and March 15, 2019.

3. The option became exercisable with respect to one-third of these shares on each of March 20, 2018, March 20, 2019, and March 20, 2020.

4. The option became exercisable with respect to one-third of these shares on each of March 16, 2021, March 16, 2022, and March 16, 2023.

5. The option became exercisable with respect to one-third of these shares on each of March 15, 2016, March 15, 2017, and March 15, 2018.

Remarks:

EXHIBIT LIST: EX-24 POA - AED

	/s/ Timothy Bergeron, as attorney-in-fact for Ann Elena Drew	02/22/2024
	** 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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