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*
Darnell David C.

(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)
Co-chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2014
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 03/01/2014 M 76,337 A $0.0000(1) 234,361 D
Common Stock 03/01/2014 M 10,906 A $0.0000(1) 245,267 D
Common Stock 03/01/2014 M 7,270 A $0.0000(2) 252,537 D
Common Stock 03/01/2014 D 7,270 D $16.53 245,267 D
Common Stock 03/01/2014 F 41,659 D $16.53(3) 203,608 D
Common Stock 38,887 I By Spouse Revocable 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
Performance Restricted Stock Units $0.0000(2) 03/01/2014 M 7,270 (4) (4) Common Stock 7,270 $0.0000(2) 305,351 D
Performance Restricted Stock Units $0.0000(1) 03/01/2014 M 10,906 (5) (5) Common Stock 10,906 $0.0000(1) 294,445 D
Performance Restricted Stock Units $0.0000(1) 03/01/2014 M 76,337 (6) (6) Common Stock 76,337 $0.0000(1) 218,108 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Bank of America Corporation common stock.
2. Each restricted stock unit is the economic equivalent of one share of Bank of America Corporation common stock.
3. Disposition of shares to the issuer to satisfy the tax withholding obligation associated with the vesting of restricted stock units, which is exempt under Rule 16b-3(e).
4. On February 15, 2011, the reporting person was granted performance restricted stock units (PRSUs), vesting and payable 40% in cash and 60% in shares of Bank of America Corporation common stock subject to the Company's attainment of return on asset performance goals measured each quarter based on a twelve-month rolling period. Represents vesting and settlement on March 1, 2014 of cash portion of PRSUs based on the attainment of goals for the four quarters ending December 31, 2013.
5. On February 15, 2011, the reporting person was granted performance restricted stock units (PRSUs), vesting and payable 40% in cash and 60% in shares of Bank of America Corporation common stock subject to the Company's attainment of return on asset performance goals measured each quarter based on a twelve-month rolling period. Represents vesting and settlement on March 1, 2014 of stock portion of PRSUs based on the attainment of goals for the four quarters ending December 31, 2013.
6. On February 15, 2011, the reporting person was granted performance restricted stock units (PRSUs), vesting and payable 40% in cash and 60% in shares of Bank of America Corporation common stock subject to the Company's attainment of return on asset performance goals measured each quarter based on a twelve-month rolling period. Represents vesting and settlement of stock portion of PRSUs based on the attainment of goals for the four quarters ending June 30, 2012, with a settlement date of March 1, 2014. The cash portion of the PRSUs for that performance period was previously paid on March 1, 2013.
David C. Darnell/Evelyn King POA 03/04/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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