Ritter William D. Form 4 REGIONS FINANCIAL / William D. Ritter 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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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^*

Ritter William D.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2019

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	04/01/2019		M		30,826	A	$0(1)	66,033	D
Common Stock	04/01/2019		M		24,661	A	$0.0000(2)	90,694	D
Common Stock	04/01/2019		F		24,610	D	$14.67	66,084	D
Common Stock								1,035.8966(3)	I	By 401(k)
Common Stock								989.0954	I	By Spouse IRA
Common Stock (phantom stock)								1,580.1813(3)	I	Indirect - By 401 (k) Supplemental 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
Performance Stock Units - 2016	(1)	04/01/2019		M			24,661	(1)	(1)	Common Stock	30,826.25	$0.0000(1)	0.0000	D
Performance Stock Units (2019)	(4)	04/01/2019		A		13,254(5)		(6)	(6)	Common Stock	19,881(5)	$0.0000	13,254	D
Restricted Stock Units	$0.0000(7)	04/01/2019		A		13,254		(8)	(8)	Common Stock	13,254	$0.0000	62,101	D
Restricted Stock Units	$0.0000(2)	04/01/2019		M			24,661	(2)	(2)	Common Stock	24,661	$0.0000(2)	37,440	D

Explanation of Responses:

1. The performance stock units vested and were settled in shares of common stock as of April 1, 2019, at the conversion rate of 1.25 shares of common stock for each unit, based on the level of company achievement of performance goals during the performance period from January 1, 2016, through December 31, 2018.

2. The restricted stock units vested and were settled in shares of common stock on a 1-for-1 basis as of April 1, 2019.

3. Expressed as ownership units in the respective plan's unitized employer stock fund, which is managed such that each unit is intended to approximate the economic value of one share of common stock.

4. Each performance stock unit is the economic equivalent of up to one and one-half shares of Regions Financial Corporation common stock with deemed reinvestment of dividends.

5. The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 150% of the target amount depending on the level of company achievement of performance thresholds and goals during the performance period from January 1, 2019, through December 31, 2021.

6. The performance stock units will be settled in shares of common stock as of April 1, 2022, subject to a service requirement and performance thresholds and goals and subject to earlier vesting in whole or in part under certain conditions.

7. Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock with deemed reinvestment of dividends.

8. The restricted stock units will be settled in shares of common stock as of April 1, 2022, subject to a service requirement and performance thresholds and subject to earlier vesting in whole or in part under certain conditions.

	Lachelle S. Koon - Attorney -in-Fact	04/03/2019
	** Signature of Reporting Person	Date
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