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^*

MOYNIHAN BRIAN T

(Last)

(First)

(Middle)

100 NORTH TRYON STREET

(Street)

CHARLOTTE

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2014

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)
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	02/15/2014		M		61,749	A	$0.0000⁽¹⁾	543,555	D
Common Stock	02/15/2014		M		23,156	A	$0.0000	566,711	D
Common Stock	02/15/2014		D		23,156	D	$16.7	543,555	D
Common Stock	02/15/2014		F		25,652	D	$16.7⁽²⁾	517,903	D
Common Stock								2,861.64	I	401(k) Plan
Common Stock								1,276	I	Family 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)
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)
2014 Cash Settled Restricted Stock Units	⁽³⁾	02/14/2014		A		225,361		⁽⁴⁾	02/14/2015	Common Stock	225,361	$0.0000⁽³⁾	225,361	D
2014 Performance Restricted Stock Units	⁽³⁾	02/14/2014		A		375,601		⁽⁵⁾	⁽⁵⁾	Common Stock	375,601	$0.0000⁽³⁾	375,601	D
2014 Restricted Stock Units	⁽¹⁾	02/14/2014		A		150,241		⁽⁶⁾	02/14/2017	Common Stock	150,241	$0.0000⁽¹⁾	150,241	D
2013 Cash Settled Restricted Stock Units	$0.0000⁽³⁾	02/15/2014		M			23,156	⁽⁷⁾	02/15/2014	Common Stock	23,156	$0.0000⁽³⁾	0.0000	D
2013 Restricted Stock Units	$0.0000⁽¹⁾	02/15/2014		M			61,749	⁽⁸⁾	02/15/2016	Common Stock	61,749	$0.0000⁽¹⁾	123,499	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 restricted stock units on February 14, 2014 pursuant to the terms of a Restricted Stock Unit Award Agreement and the Bank of America Corporation 2003 Key Associate Stock Plan (KASP) which is exempt under rule 16b-3(d). These restricted stock units vest and are payable solely in cash as follows: 1/12th of the restricted stock units will vest and become payable on the 14th day of each month during the 12-month period beginning March 2014 and ending in February 2015.

5. Award of performance restricted stock units (PRSUs) on February 14, 2014 pursuant to the terms of a Performance Restricted Stock Units Agreement and the KASP, 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.

6. Award of restricted stock units on February 14, 2014 pursuant to the terms of a Restricted Stock Unit Award Agreement and the KASP, which is exempt under rule 16b-3(d). These units vest in three equal annual installments commencing with the first anniversary of the February 14, 2014 grant date.

7. On February 15, 2013, the reporting person was granted restricted stock units, vesting and payable solely in cash as follows: 1/12th of the restricted stock units vested and became payable on the 15th day of each month during the twelve month period beginning March 2013 and ending in February 2014.

8. On February 15, 2013, the reporting person was granted restricted stock units, vesting in three equal annual installments commencing with the first anniversary of the grant date.

Remarks:

moynihan.txt

	Brian T. Moynihan/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).
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