Keenan David R. Form 4 REGIONS FINANCIAL / David R. Keenan 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^*

Keenan David R.

(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)
04/27/2021

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	04/27/2021		S		13,435	D	$21.12(1)	21,685	D
Common Stock	01/04/2021		J(2)	V	151.8283	A	$0(2)	15,712.2134(3)	I	By 401(k)
Common Stock	04/01/2021		J(2)	V	114.9587	A	$0(2)	15,827.1721(3)	I	By 401(k)
Common Stock	04/28/2021		I		15,827.1721	D	$21.02	0.0000(3)	I	By 401(k)
Common Stock (phantom stock)	01/04/2021		J(4)	V	202.7139	A	$0(4)	20,723.679(3)	I	Indirect - By 401 (k) Supplemental Plan
Common Stock (phantom stock)	04/01/2021		J(4)	V	155.315	A	$0(4)	20,878.994(3)	I	Indirect - By 401 (k) Supplemental Plan
Common Stock (phantom stock)	04/28/2021		I		20,878.994	D	$21.02	0.0000(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

Explanation of Responses:

1. Weighted average execution price.

2. Shares acquired pursuant to a dividend reinvestment feature of the Regions Financial Corporation 401(k) Plan. Exempt pursuant to Rule 16a-11.

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. Shares acquired pursuant to a dividend reinvestment feature of the Regions Financial Corporation Non-Qualified Excess 401(k) Plan. Exempt pursuant to Rule 16a-11.

	Lachelle S. Koon - Attorney -in-Fact	04/29/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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