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).

1. Name and Address of Reporting Person^*

Morin Jamie

(Last)

(First)

(Middle)

C/O WEX INC.

97 DARLING AVENUE

(Street)

SOUTH PORTLAND

04106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WEX Inc. [ WXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Client Service Operations

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2013

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	03/03/2013		M		8,959	A	$0	14,157	D
Common Stock	03/03/2013		F⁽⁴⁾		2,899	D	$75.66	11,258	D
Common Stock	03/03/2013		M		1,103	A	$0	12,361	D
Common Stock	03/03/2013		F⁽⁴⁾		352	D	$75.66	12,009	D
Common Stock	03/05/2013		S⁽⁵⁾		5,448	D	$75.13	6,561	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)
Restricted Stock Units⁽¹⁾	$0	03/01/2013		A		8,959		⁽²⁾	⁽²⁾	Common Stock	8,959	$0	8,959	D
Restricted Stock Units	$0	03/03/2013		M			8,959	⁽³⁾	⁽³⁾	Common Stock	8,959	$0	0	D
Restricted Stock Units	$0	03/03/2013		M			1,103	⁽³⁾	⁽³⁾	Common Stock	1,103	$0	0	D

Explanation of Responses:

1. The Compensation Committee of the Company's Board of Directors certified that the performance criteria established in connection with this grant had been met as of March 1, 2013. As a result of achieving the performance criteria, the reporting person's right to these units was established.

2. Restricted Stock Units ("RSU's") vest with respect to all of these units on March 3, 2013.

3. RSU's vested on March 3, 2013 and each RSU converted into one share of common stock.

4. Represents tax withholding in connection with the vesting of the RSUs on March 3, 2013.

5. These securities have been sold pursuant to a Rule 10b5-1 trading plan that was adopted on November 12, 2012.

Remarks:

	/s/ Gregory Wiessner, as attorney-in-fact for Jamie Morin	03/05/2013
	** 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).
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