Fast Eric C Form 4 REGIONS FINANCIAL / ERIC C FAST ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FAST ERIC C

(Last) (First) (Middle)

P. O. BOX 10247

(Street)

BIRMINGHAM AL 35202-0247

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REGIONS FINANCIAL CORP [ RF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2020		J(1)	V	878.3305	A	$17.083	97,997.5176	D
Common Stock	04/01/2020		J(1)	V	1,759.6564	A	$8.5793	99,757.174	D
Common Stock	04/22/2020		M		8,019	A	$0.0000(2)	107,776.174	D
Common Stock (phantom stock)	01/02/2020		J(1)	V	1,067.4764	A	$17.083	118,717.1999	I	By Trustee Director's Def Stock Inv Plan
Common Stock (phantom stock)	04/01/2020		J(1)	V	2,178.1451	A	$8.5793	122,739.2181	I	By Trustee Director's Def Stock Inv Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0000(3)	01/02/2020		J(4)	V	70.7584		(5)	(5)	Common Stock	70.7584	$0.0000(4)	7,872.446	D
Restricted Stock Units	$0.0000(3)	04/01/2020		J(4)	V	147.0156		(5)	(5)	Common Stock	147.0156	$0.0000(4)	8,019	D
Restricted Stock Units	$0.0000(2)	04/22/2020		M			8,019	(2)	(2)	Common Stock	8,019	$0.0000(2)	0.0000	D

Explanation of Responses:

1. These shares were acquired through regular dividend reinvestments.

2. The restricted stock units and accompanying dividend equivalents vested and were settled in shares of common stock on a 1-for-1 basis.

3. Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock, with notional dividends to be periodically reinvested in additional restricted stock units.

4. These restricted stock units were acquired through the periodic reinvestment of notional dividends on the common stock underlying previously granted restricted stock units.

5. The restricted stock units will vest on April 22, 2020, subject to a service requirement and subject to earlier vesting in certain situations and will be settled in shares of common stock on the date determined in accordance with reporting person's irrevocable deferral election.

	Lachelle S. Koon - Attorney -in-Fact	04/24/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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