SCHWAB CHARLES CORP — Director's Dealing 2012

Nov 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2012-11-01

Reporting Person: SCHWAB CHARLES R (Director, Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-01	Common Stock	A	18148.0000	$0.0000	Acquired	4431381.0000	Direct
2012-11-01	Common Stock	S	1000000.0000	$13.5905	Disposed	123393412.0000	Indirect
2012-11-02	Common Stock	S	750000.0000	$13.7312	Disposed	122643412.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-01	Nonqualified Stock Option (right to buy)	$13.6400	A	150000.0000	Acquired	2022-11-01	Common Stock (150000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	44025.0000	Indirect
Common Stock	38537941.0000	Indirect
Common Stock	6091465.3300	Indirect

Footnotes

F1: Shares acquired on the vesting of restricted stock units.

F2: This transaction was executed in multiple trades at prices ranging from $13.495 to $13.64. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trades at prices ranging from $13.65 to $13.81. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: The option was granted under the company's 2004 Stock Incentive Plan and vests in four equal annual installments beginning on the first anniversary of the grant date.