X0306 4 2014-03-15 0000072971 WELLS FARGO & COMPANY/MN WFC 0001201222 CALLAHAN PATRICIA R 420 MONTGOMERY STREET SAN FRANCISCO CA 94104 1 Senior Executive VP Common Stock, $1 2/3 Par Value 2014-03-15 4 M 0 129205.3945 0 A 129205.3945 D Common Stock, $1 2/3 Par Value 2014-03-15 4 F 0 65924.3945 47.40 D 63281 D Common Stock, $1 2/3 Par Value 2014-03-15 4 M 0 21548.9213 0 A 84829.9213 D Common Stock, $1 2/3 Par Value 2014-03-15 4 F 0 10395.9213 47.40 D 74434 D Common Stock, $1 2/3 Par Value 2014-03-15 4 M 0 5742.1979 0 A 80176.1979 D Common Stock, $1 2/3 Par Value 2014-03-15 4 F 0 2795.1979 47.40 D 77381 D Common Stock, $1 2/3 Par Value 2014-03-15 4 M 0 4223.8088 0 A 81604.8088 D Common Stock, $1 2/3 Par Value 2014-03-15 4 F 0 2032.8088 47.40 D 79572 D Common Stock, $1 2/3 Par Value 8767.2551 I Through 401(k) Plan Common Stock, $1 2/3 Par Value 6148 I Through Child Common Stock, $1 2/3 Par Value 254372 I Through Family Trust Common Stock, $1 2/3 Par Value 19899 I Through KCD 2005 Trust 1 Common Stock, $1 2/3 Par Value 19899 I Through KCD 2005 Trust 2 Depositary Shares, Pfd, Series N 8000 I Through Family Trust 2011 Performance Shares 2014-03-15 4 M 0 129205.3945 0 D Common Stock, $1 2/3 Par Value 129205.3945 0 D Restricted Share Right 2014-03-15 4 M 0 21548.9213 0 D Common Stock, $1 2/3 Par Value 21548.9213 28730.8068 D Restricted Share Right 2014-03-15 4 M 0 5742.1979 0 D Common Stock, $1 2/3 Par Value 5742.1979 0 D Restricted Share Right 2014-03-15 4 M 0 4223.8088 0 D Common Stock, $1 2/3 Par Value 4223.8088 8446.5575 D These shares represent common stock of Wells Fargo & Company (the "Company") acquired on March 15, 2014 upon settlement of a Performance Share award granted on February 22, 2011 in connection with the attainment of pre-established performance goals over the three-year performance period ended December 31, 2013 (as previously disclosed on a Form 4 filed on March 4, 2014). Number of shares represents a Restricted Share Right ("RSR") vesting on 3/15/2014. Original grant date was 2/23/2010. This vesting represents 30% of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs). Number of shares represents a RSR vesting on 3/15/2014. Original grant date was 2/22/2011. This vesting represents one-third of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs). Number of shares represents a RSR vesting on 3/15/2014. Original grant date was 2/28/2012. This vesting represents one-fourth of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs). Reflects share equivalents of units in Wells Fargo ESOP Fund of 401(k) Plan (the "Plan") as of February 28, 2014, as if investable cash equivalents held by Plan were fully invested in Company common stock. Each Performance Share represented a contingent right to receive one share of Company common stock upon vesting based on the attainment of pre-established performance goals. Represents the maximum number of 2011 Performance Shares earned based on the Company's attainment of pre-established performance goals for the three-year performance period ended December 31, 2013, as provided under the terms of a Performance Share award granted on February 22, 2011, which is exempt under Rule 16b-3(d). The 2011 Performance Shares will be settled in shares of common stock of the Company on March 15, 2014. As a condition to receiving the award, the reporting person agreed to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting. Each RSR represents a contingent right to receive one share of Company common stock. These RSRs vest in four installments: 5% on 11/1/2010, 25% on 3/15/2013, 30% on 3/15/2014, and 40% on 3/15/2015. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting. These RSRs vest in three installments: one-third on 3/15/2012, 3/15/2013, and 3/15/2014. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting. These RSRs were granted to the reporting person as part of the reporting person's 2010 annual incentive compensation award. These RSRs vest in four installments: one-fourth on 3/15/2013, 3/15/2014, 3/15/2015, and 3/15/2016. As a condition to receiving the grant, the reporting person agreed to hold, while employed by the Company and for at least one year after retirement, shares of Company common stock equal to at least 50% of the after-tax shares (assuming a 50% tax rate) acquired upon vesting. Patricia R. Callahan, by Anthony R. Augliera, as Attorney-in-Fact 2014-03-18