SCHWAB CHARLES CORP — Director's Dealing 2014

Nov 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2014-11-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-03	Common Stock	M	16032.0000	$28.5900	Acquired	675480.0000	Direct
2014-11-03	Common Stock	S	250000.0000	$28.4234	Disposed	36887941.0000	Indirect
2014-11-04	Common Stock	S	250000.0000	$28.4934	Disposed	36637941.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-03	Nonqualified Stock Option (right to buy)	$28.4400	A	62345.0000	Acquired	2024-11-10	Common Stock (62345.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	44025.0000	Indirect
Common Stock	5316215.3300	Indirect
Common Stock	113583962.0000	Indirect

Footnotes

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

F2: This transaction was executed in multiple trades at prices ranging from $28.345 to $28.635. 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 $28.23 to $28.62. 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 2013 Stock Incentive Plan and vests in four equal annual installments beginning on the first anniversary of the grant date.