| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/14/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/15/2014 | M | 51,551 | A | $0.0000(1) | 257,702 | D | |||
| Common Stock | 02/15/2014 | F | 28,776(2) | D | $16.7 | 228,926 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 2014 Performance Restricted Stock Units | (3) | 02/14/2014 | A | 146,936 | (4) | (4) | Common Stock | 146,936 | $0.0000(3) | 146,936 | D | ||||
| 2014 Restricted Stock Units | (5) | 02/14/2014 | A | 146,936 | (6) | 02/14/2017 | Common Stock | 146,936 | $0.0000(5) | 146,936 | D | ||||
| 2013 Restricted Stock Units | $0.0000(5) | 02/15/2014 | M | 51,551 | (7) | 02/15/2016 | Common Stock | 51,551 | $0.0000(5) | 103,102 | 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. 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). |
| 3. Each restricted stock unit is the economic equivalent of one share of Bank of America Corporation common stock. |
| 4. Award of performance restricted stock units (PRSUs) on February 14, 2014 pursuant to the terms of a Performance Restricted Stock Units Agreement, which is exempt under Rule 16b-3(d) subject to the attainment of pre-established performance goals. One-half of the PRSUs reported have performance goals based on the Company's three year average return on assets and one-half of the PRSUs reported have performance goals based on the Company's three year average growth in adjusted tangible book value, both beginning on January 1, 2014 and ending December 31, 2016. To the extent earned, the award shall be settled 100% in cash based on the closing price of Bank of America Corporation common stock on the settlement date. The reported number of PRSUs represents the "target" amount of the award; the actual award upon vesting may range between 0% and 125% of the target, depending upon satisfaction of the performance goals. |
| 5. Each restricted stock unit represents a contingent right to receive one share of Bank of America common stock. |
| 6. These restricted stock units, which are exempt under Rule 16b-3(d), vest in three equal annual installments commencing with the first anniversary of the February 14, 2014 grant date. |
| 7. These restricted stock units, which are exempt under Rule 16b-3(d), vest in three equal annual installments commencing with the first anniversary of the February 15, 2013 grant date. |
| Remarks: |
| lynch.txt |
| Gary G. Lynch/Evelyn King POA | 02/19/2014 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||