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Form 4 BANK OF AMERICA CORP For: Feb 12 Filed by: Athanasia Dean C

February 12, 2016 6:40 PM EST
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 *
Athanasia Dean C

(Last) (First) (Middle)
100 NORTH TRYON STREET

(Street)
CHARLOTTE NC 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres Prf & Sm Bs Bk & Co-Hd CB
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2016
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               34,063 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2016 Performance Restricted Stock Units (1) 02/12/2016   A   134,524     (2)   (2) Common Stock 134,524 $ 0 (1) 134,524 D  
2016 Restricted Stock Units (1) 02/12/2016   A   134,524     (3) 02/15/2019 Common Stock 134,524 $ 0 (1) 134,524 D  
Explanation of Responses:
1. Each unit represents a contingent right to receive one share of Bank of America Corporation common stock.
2. Award under the Bank of America Corporation Key Employee Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units are subject to the attainment of pre-established performance goals. One-half of the units have performance goals based on the Company's three year average return on assets and one-half of the units have performance goals based on the Company's three year average growth in adjusted tangible book value, both beginning on January 1, 2016 and ending December 31, 2018. To the extent earned, the award will be settled in shares on March 1, 2019, except that any portion earned above 100% will be settled in shares on March 1, 2021. The reported number of units represents the "target" amount of the award (i.e., 100%); the actual award upon vesting may range between 0% and 125% of the target, depending upon satisfaction of the performance goals.
3. Award under the Bank of America Corporation Key Employee Equity Plan in a transaction that is exempt under Rule 16b-3(d). These units vest in three equal annual installments commencing February 15, 2017.
Remarks:
Exhibit List:  Exhibit 24 - Power of Attorney
Dean C. Athanasia/Natalie A. Hyman POA 02/12/2016
** 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.
EXHIBIT 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Michael Hoes, 
Natalie Antoun Hyman, Amanda Daniel and Michael Pressman as the undersigned's 
true and lawful attorneys-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's 
capacity as a reporting person pursuant to Section 16 of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules 
thereunder of Bank of America Corporation (the "Company"), Forms 3, 4 
and 5 in accordance with Section 16(a) of the Exchange Act;

(2)	do and perform any and all acts for and on behalf of the undersigned 
which may be necessary or desirable to complete and execute any such 
Form 3, 4 or 5 and timely file such form with the United States 
Securities and Exchange Commission and the New York Stock Exchange 
or similar authority; and

(3)	take any other action of any type whatsoever in connection with 
the foregoing which, in the opinion of any of such attorneys-in-fact, 
may be of benefit to, in the best interest of, or legally required by, 
the undersigned, it being understood that the documents executed by any 
of such attorneys-in-fact on behalf of the undersigned pursuant to this 
Power of Attorney shall be in such form and shall contain such terms and 
conditions as any of such attorneys-in-fact may approve in the discretion 
of any of such attorneys-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and 
authority to do and perform any and every act and thing whatsoever 
requisite, necessary, or proper to be done in the exercise of any of the 
rights and powers herein granted, as fully to all intents and purposes as 
the undersigned might or could do if personally present, with full power 
of substitution or revocation, hereby ratifying and confirming all that 
any of such attorneys-in-fact, or the substitute or substitutes of any of 
such attorneys in-fact, shall lawfully do or cause to be done by virtue 
of this Power of Attorney and the rights and powers herein granted. The 
undersigned acknowledges that the foregoing attorneys-in-fact, in serving 
in such capacity at the request of the undersigned, are not assuming, nor 
is the Company assuming, any of the undersigned's responsibilities to 
comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the 
undersigned is no longer required to file Forms 3, 4 and 5 with respect 
to the undersigned's holdings of and transactions in securities issued 
by the Company, unless earlier revoked by the undersigned in a signed 
writing delivered to the foregoing attorneys-in-fact.  This Power of 
Attorney also serves to revoke as of the date hereof, any Power of 
Attorney previously filed for the purpose of executing filings pursuant 
to Section 16 of the Exchange Act on behalf of the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney 
to be executed as of this 11th day of February, 2016.


Signature:  _____/s/Dean C. Athanasia_____

Name:  Dean C. Athanasia



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