SEC Form 4
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*
Simon Roberto

(Last) (First) (Middle)
C/O WEX INC.
97 DARLING AVENUE

(Street)
SOUTH PORTLAND ME 04106

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WEX Inc. [ WEX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021
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 02/26/2021 M 7,869 A $104.95 18,747 D
Common Stock 02/26/2021 M 10,000 A $99.69 28,747 D
Common Stock 02/26/2021 S 17,869 D $210.56(1) 10,878 D
Common Stock 03/01/2021 M 11,784 A $99.69 22,662 D
Common Stock 03/01/2021 S 11,784 D $214 10,878 D
Common Stock 102(2) I 401(k)
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
Stock Option (right to buy) $104.95 02/26/2021 M 7,869 (3) 03/20/2027 Common Stock 7,869 $0 0 D
Stock Option (right to buy) $99.69 02/26/2021 M 10,000 (4) 05/10/2027 Common Stock 10,000 $0 11,784 D
Stock Option (right to buy) $99.69 03/01/2021 M 11,784 (4) 05/10/2027 Common Stock 11,784 $0 0 D
Restricted Stock Units(5) $0.0 03/01/2021 A 9,478 (6) (6) Common Stock 0.0 $0 9,478 D
Explanation of Responses:
1. The price listed is a weighted average price for all shares sold. All shares were sold for between $210.00 and $211.00. Upon request, the reporting person will provide the Securities and Exchange Commission, WEX Inc. or any security holder of WEX Inc. with full information regarding the number of shares sold at each separate purchase price.
2. Between December 17, 2020 and March 2, 2021 the reporting person acquired 3 shares of WEX Inc. common stock under the WEX Inc. 401(k) savings plan. The information in this report is based on a statement dated March 1, 2021.
3. This stock option vested with respect to one third of these shares on each of 3/20/2018, 3/20/2019 and 3/20/2020.
4. As noted on the Reporting Person's Form 4 dated August 6, 2020, half of the performance based non-statutory stock options ("Performance-Based NSOs"), reported on the Reporting Person's Form 4 dated May 12, 2017 (the "Original Form 4"), vested on June 26, 2020 when the Company's closing stock price was at least $149.54 for twenty consecutive trading days. Another quarter of the Performance-Based NSOs vested on December 29, 2020 when the Company's closing stockprice was at least $174.45 for twenty consecutive trading days. There are 21,784 Performance-Based NSOSs from the Original Form 4 that have not yet vested. Please reference the Original Form 4 for further information regarding the vesting of the Performance-Based NSOs.
5. This award was granted as a performance stock unit. The Compensation Committee of the Company's Board of Directors certified that the performance criteria established in connection with this grant had been met as of March 1, 2021. As a result of achieving the performance criteria the award converted from a PSU to an RSU and the reporting person's right to these units was established.
6. Restricted stock units will vest with respect to all of the underlying shares on March 15, 2021.
Remarks:
/s/Gregory Wiessner, as attorney-in-fact for Roberto Rabanal Simon 03/02/2021
** 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.
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