SCHWAB CHARLES CORP — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SCHWAB CHARLES CORP (SCHW)
CIK: 0000316709
Period of Report: 2016-03-01

Reporting Person: Clark Bernard J. (EVP - Advisor Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Stock	M	10073.0000	$25.9000	Acquired	56795.2384	Indirect
2016-03-02	Common Stock	M	2448.0000	$26.5425	Acquired	59243.2384	Indirect
2016-03-03	Common Stock	S	10073.0000	$26.6386	Disposed	49170.2384	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Nonqualified Stock Option (right to buy)	$26.3900	A	89929.0000	Acquired	2026-03-01	Common Stock (89929.0000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3382.6900	Indirect
Common Stock	609.6060	Indirect

Footnotes

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

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 25, 2015.

F3: This transaction was executed in multiple trades at prices ranging from $26.32 to $27.04. 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.