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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WELLS FARGO & COMPANY/MN 420 MONTGOMERY STREET SAN FRANCISCO, CA 94163 |
X | |||
WFC HOLDINGS CORP 420 MONTGOMERY STREET SAN FRANCISCO, CA 94104 |
X |
WELLS FARGO & COMPANY, by: Lori Ward, /s/ Lori Ward | 09/20/2018 | |
**Signature of Reporting Person | Date | |
WFC HOLDINGS, LLC, by: George Wick, /s/ George Wick | 09/20/2018 | |
**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) | The 238 auction-rate preferred shares reported as disposed of in Table I (the "ARP Shares") represent ARP Shares that were beneficially owned by WFC Holdings, LLC ("WFC Holdings"). The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,250.00 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $0.00 per share). |
(2) | The 133 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings. The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,253.36 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $3.36 per share). |
(3) | The 138 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings. The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,255.06 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $5.06 per share). |
(4) | The 149 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings. The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,259.97 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $9.97 per share). |
(5) | The 423 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings and EVEREN Capital Corporation ("EVEREN"). The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,261.30 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $11.30 per share). |
(6) | The 343 variable rate munifund term preferred shares reported as acquired in Table I (the "VMTP Shares") represent VMTP Shares of which 72 VMTP Shares are beneficially owned by Wells Fargo Municipal Capital Strategies, LLC ("Capital Strategies"), 270 VMTP Shares are beneficially owned by WFC Holdings, and 1 VMTP Share is beneficially owned by EVEREN. The VMTP Shares were acquired from the Issuer at a price of $100,000 per share. Following the tender of ARP Shares and the acquisition of the VMTP Shares, none of the reporting persons hold 10% or more of the preferred shares of the Issuer. Capital Strategies, WFC Holdings, and EVEREN are each a wholly owned subsidiary of Wells Fargo & Company ("Wells Fargo"). |
(7) | This statement is jointly filed by Wells Fargo and WFC Holdings. Wells Fargo holds an indirect interest in the securities listed in Table I (the "Securities") by virtue of its indirect ownership of its subsidiaries Capital Strategies and EVEREN, and its direct ownership of its subsidiary WFC Holdings. |
(8) | Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. |
Remarks: Exhibits Index Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Joint Filer Information |