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Form 4 WELLS FARGO & COMPANY/MN For: Jul 22 Filed by: STROTHER JAMES M

July 24, 2015 2:05 PM EDT
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 *
STROTHER JAMES M
(Last) (First) (Middle)
45 FREMONT STREET
27TH FLOOR
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WELLS FARGO & COMPANY/MN [ WFC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2015
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)
Code V Amount (A) or (D) Price
Common Stock, $1 2/3 Par Value 07/22/2015   M   2,499.8905 (1) A $ 0 208,648.8905 D  
Common Stock, $1 2/3 Par Value 07/22/2015   F   1,245.8905 D $ 58.52 207,403 D  
Common Stock, $1 2/3 Par Value 07/23/2015   S   31,000 D $ 58.28 (2) 176,403 D  
Common Stock, $1 2/3 Par Value               5,324.0836 (3) I Through 401(k) Plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Right (4) 07/22/2015   M     2,499.8905   (5)   (5) Common Stock, $1 2/3 Par Value 2,499.8905 $ 0 7,497.6182 D  
Explanation of Responses:
1. Number of shares represents a Restricted Share Right ("RSR") vesting on 7/22/2015. Original grant date was 7/22/2014. This vesting represents one-fourth of the original amount of RSRs granted (plus dividend equivalents reinvested in additional RSRs).
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.27 to $58.295 inclusive. The reporting person undertakes to provide to Wells Fargo & Company (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
3. Reflects share equivalents of units in the Wells Fargo ESOP Fund under the 401(k) Plan (the "Plan") as of June 30, 2015, as if investable cash equivalents held by Plan were fully invested in Company common stock.
4. Each RSR represents a contingent right to receive one share of Company common stock.
5. These RSRs vest in four installments: one-fourth on 7/22/2015, 7/22/2016, 7/22/2017, and 7/22/2018. 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.
James M. Strother, by Anthony R. Augliera, as Attorney-in-Fact 07/24/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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