SCHWAB CHARLES CORP — Director's Dealing 2013

Dec 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2013-12-02

Reporting Person: Allen Jay L (EVP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-02	Common Stock	M	81947.0000	$19.3600	Acquired	98422.6945	Indirect
2013-12-02	Common Stock	M	79067.0000	$17.3800	Acquired	177489.6945	Indirect
2013-12-02	Common Stock	M	26049.0000	$22.6500	Acquired	203538.6945	Indirect
2013-12-02	Common Stock	M	21067.0000	$18.2500	Acquired	224605.6945	Indirect
2013-12-02	Common Stock	M	4700.0000	$18.6600	Acquired	229305.6945	Indirect
2013-12-02	Common Stock	M	1100.0000	$23.3295	Acquired	230405.6945	Indirect
2013-12-02	Common Stock	S	6030.0000	$24.9090	Disposed	224375.6945	Indirect
2013-12-02	Common Stock	S	213930.0000	$24.9265	Disposed	10445.6945	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-02	Nonqualified Stock Option (right to buy)	$18.2500	M	21067.0000	Disposed	2020-03-01	Common Stock (21067.0000)	Direct
2013-12-02	Nonqualified Stock Option (right to buy)	$18.6600	M	4700.0000	Disposed	2021-03-01	Common Stock (4700.0000)	Direct
2013-12-02	Nonqualified Stock Option (right to buy)	$23.3295	M	1100.0000	Disposed	2014-11-01	Common Stock (1100.0000)	Direct
2013-12-02	Nonqualified Stock Option (right to buy)	$22.6500	M	26049.0000	Disposed	2014-11-01	Common Stock (26049.0000)	Direct
2013-12-02	Nonqualified Stock Option (right to buy)	$17.3800	M	79067.0000	Disposed	2019-11-02	Common Stock (79067.0000)	Direct
2013-12-02	Nonqualified Stock Option (right to buy)	$19.3600	M	81947.0000	Disposed	2018-11-03	Common Stock (81947.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1462.0000	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 7, 2013.

F2: This transaction was executed in multiple trades at prices ranging from $24.57 to $25.13. 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.