X0306 4 2015-03-01 0000072971 WELLS FARGO & COMPANY/MN WFC 0001331834 Modjtabai Avid 420 MONTGOMERY STREET SAN FRANCISCO CA 94104 1 Sr. Executive Vice President Common Stock, $1 2/3 Par Value 230132 I Through Trust Common Stock, $1 2/3 Par Value 9197.2623 I Through 401(k) Plan 2012 Performance Shares 2015-03-01 4 A 0 286235.7001 0 A Common Stock, $1 2/3 Par Value 286235.7001 286235.7001 D Reflects share equivalent of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of January 31, 2015, as if investable cash equivalents held by Plan were fully invested in Wells Fargo & Company (the "Company") common stock. Each Performance Share represents 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 2012 Performance Shares earned based on the Company's attainment of pre-established performance goals for the three-year performance period ended December 31, 2014, as provided under the terms of a Performance Share award granted on February 28, 2012, which is exempt under Rule 16b-3(d). The 2012 Performance Shares will be settled in shares of common stock of the Company on March 15, 2015. 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. Avid Modjtabai, by Anthony R. Augliera, as Attorney-in-Fact 2015-03-03