SCHWAB CHARLES CORP — Director's Dealing 2013

Jul 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2013-06-28

Reporting Person: Dwyer Carrie E (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-28	Common Stock	M	15191.0000	$15.4300	Acquired	105258.0000	Indirect
2013-06-28	Common Stock	M	11418.0000	$15.0500	Acquired	116676.0000	Indirect
2013-06-28	Common Stock	S	26609.0000	$21.2563	Disposed	90067.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-28	Nonqualified Stock Option (right to buy)	$15.0500	M	11418.0000	Disposed	2021-08-01	Common Stock (11418.0000)	Direct
2013-06-28	Nonqualified Stock Option (right to buy)	$15.4300	M	15191.0000	Disposed	2020-11-01	Common Stock (15191.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1220.9670	Indirect
Common Stock	8805.0000	Indirect
Common Stock	8805.0000	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 May 30, 2013.

F2: This transaction was executed in multiple trades at prices ranging from $21.25 to $21.44. 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.