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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| ESOP (3) | $ 54.9375 | 12/31/2008 | D | 1,820 | 04/20/2000 | 04/19/2009 | Common Stock | 1,820 | $ 0 (4) | 0 | D | ||||
| ESOP (Right to Buy) (5) | $ 54.9375 | 12/31/2008 | D | 8,540 | 04/20/2000 | 04/20/2009 | Common Stock | 8,540 | $ 0 (4) | 0 | D | ||||
| ESOP (3) | $ 34.9375 | 12/31/2008 | D | 13,500 | 12/14/2000 | 12/14/2009 | Common Stock | 13,500 | $ 0 (4) | 0 | D | ||||
| ESOP (3) | $ 31.5625 | 12/31/2008 | D | 31,500 | 01/31/2001 | 01/03/2010 | Common Stock | 31,500 | $ 0 (4) | 0 | D | ||||
| ESOP (3) | $ 30.4 | 12/31/2008 | D | 22,500 | 04/17/2002(6) | 04/17/2011 | Common Stock | 22,500 | $ 0 (4) | 0 | D | ||||
| ESOP (3) | $ 34.92 | 12/31/2008 | D | 62,000 | 12/31/2003 | 07/31/2011 | Common Stock | 62,000 | $ 0 (4) | 0 | D | ||||
| ESOP (3) | $ 37.98 | 12/31/2008 | D | 14,917 | 04/16/2003(7) | 04/16/2012 | Common Stock | 14,917 | $ 0 (4) | 0 | D | ||||
| ESOP (3) | $ 37.43 | 12/31/2008 | D | 9,256 | 04/22/2004(8) | 04/22/2013 | Common Stock | 9,256 | $ 0 (4) | 0 | D | ||||
| ESOP (3) | $ 44.65 | 12/31/2008 | D | 10,477 | 04/19/2005(9) | 04/19/2014 | Common Stock | 10,477 | $ 0 (4) | 0 | D | ||||
| ESOP (10) | $ 50.38 | 12/31/2008 | D | 28,999 | 04/18/2006(11) | 04/18/2015 | Common Stock | 28,999 | $ 0 (4) | 0 | D | ||||
| ESOP (Right to Buy) (12) | $ 56.05 | 12/31/2008 | D | 46,992 | 03/31/2007(13) | 03/30/2016 | Common Stock | 46,992 | $ 0 (4) | 0 | D | ||||
| ESOP (Right to Buy) (14) | $ 58.36 | 12/31/2008 | D | 15,521 | 02/20/2008(15) | 02/20/2017 | Common Stock | 15,521 | $ 0 (4) | 0 | D | ||||
| ESOP (Right to Buy) (16) | $ 41 | 12/31/2008 | D | 16,295 | 02/19/2009(17) | 02/19/2018 | Common Stock | 16,295 | $ 0 (4) | 0 | D | ||||
| ESOP (Right to Buy) (16) | $ 48 | 12/31/2008 | D | 19,011 | 02/19/2009(17) | 02/19/2018 | Common Stock | 19,011 | $ 0 (4) | 0 | D | ||||
| ESOP (Right to Buy) (16) | $ 33.79 | 12/31/2008 | D | 32,850 | 02/19/2009(17) | 02/19/2018 | Common Stock | 32,850 | $ 0 (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MCFAYDEN SHANNON W ONE WACHOVIA CENTER 301 S. COLLEGE STREET CHARLOTTE, NC 28288 |
SEVP, HR & Corp Relations Dir. | |||
| Shannon W. McFayden | 01/04/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares disposed of in the merger between Wachovia Corporation and Wells Fargo & Company pursuant to which each share of Wachovia Corporation common stock was exchanged for .1991 shares of Wells Fargo common stock. |
| (2) | Includes 41,063 shares of unvested restricted stock with respect to which provisions exist to allow for the withholding of shares to satisfy tax withholding obligations. |
| (3) | Provisions exist with respect to these shares to allow for the withholding of shares to satisfy tax withholding obligations and the withholding of shares in payment of the exercise price. The exercise of certain options in any one-year is limited to 100,000 dollars. |
| (4) | In the merger of Wachovia Corporation and Wells Fargo & Company, each outstanding option to purchase Wachovia Corporation common stock was converted to an option to purchase Wells Fargo stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of Wachovia Corporation options by .1991 and the exercise price was adjusted by dividing the Wachovia Corporation exercise price by .1991. |
| (5) | Provisions exist with respect to these shares to allow for the withholding of shares to satisfy tax withholding obligations and the withholding of shares in payment of the exercise price. |
| (6) | The option vests in the following increments: 7,500 shares on 4/17/02, 4/17/03 and 4/17/04. |
| (7) | The option vests in three equal installments, beginning on April 16, 2003. |
| (8) | The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% pe r year), beginning on April 22, 2004. |
| (9) | The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% pe r year), beginning April 19, 2005. |
| (10) | Provisions exist with respect to these shares to allow for the witholding of shares to satisfy tax witholding obligations and the witholding of shares in payment of the exercise price. |
| (11) | The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% per year) beginning April 18, 2006. |
| (12) | Provisions exist with respect to these shares to allow for the withholding of shares to satisfy tax withholding obligations and the withholding of shares in payment of the exercise price. |
| (13) | The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% per year) beginning March 31, 2007. |
| (14) | Provisions exist with respect to these shares to allow for the withholding of shares to satisfy tax withholding obligations and the withholding of shares in payment of the exercise price. |
| (15) | The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% per year) beginning Feb 20, 2008. |
| (16) | Provisions exist with respect to these shares to allow for the withholding of shares to satisfy tax withholding obligations and the withholding of shares in payment of the exercise price. |
| (17) | The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% per year) beginning Feb. 19, 2009. |