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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TRUIST FINANCIAL CORP [ TFC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/07/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/07/2020 | M | 8,166 | A | $0(1) | 8,166 | D | |||
| Common Stock | 02/07/2020 | M | 2,734 | A | $0(1) | 10,900 | D | |||
| Common Stock | 02/07/2020 | F | 759 | D | $54.27 | 10,141 | D | |||
| Common Stock | 02/07/2020 | F | 2,458 | D | $54.27 | 7,683 | D | |||
| Common Stock | 1,699.7838(2) | I | By 401(k) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (3) | 02/07/2020 | M | 8,166 | 02/08/2020 | 02/08/2020 | Common Stock | 8,166 | (4) | 0.0000 | D | ||||
| Restricted Stock Units | (5) | 02/07/2020 | M | 2,734 | 02/09/2019 | 02/09/2019 | Common Stock | 2,734 | (6) | 0.0000 | D | ||||
| Phantom Stock Units - Deferred Comp | (7) | (7) | (7) | Common Stock | 1,490(8) | 1,490 | D | ||||||||
| Restricted Stock Unit | (3) | 02/08/2022 | 02/08/2022 | Common Stock | 8,165(9) | 8,165 | D | ||||||||
| Restricted Stock Unit | (10) | 02/13/2021 | 02/13/2021 | Common Stock | 16,858(11) | 16,858 | D | ||||||||
| Restricted Stock Unit | (10) | 02/14/2020 | 02/14/2020 | Common Stock | 22,133(12) | 22,133 | D | ||||||||
| Restricted Stock Units | (13) | 02/08/2021 | 02/08/2021 | Common Stock | 8,166(4) | 8,166 | D | ||||||||
| Restricted Stock Units | (13) | 02/08/2022 | 02/08/2022 | Common Stock | 24,497(14) | 24,497 | D | ||||||||
| Restricted Stock Units | (13) | 02/13/2020 | 02/13/2020 | Common Stock | 1,822(15) | 1,822 | D | ||||||||
| Restricted Stock Units | (13) | 02/13/2021 | 02/13/2021 | Common Stock | 1,821(16) | 1,821 | D | ||||||||
| Restricted Stock Units | (13) | 02/14/2020 | 02/14/2020 | Common Stock | 2,123(17) | 2,123(18) | D | ||||||||
| Restricted Stock Units | (13) | 10/01/2022 | 10/01/2022 | Common Stock | 60,274(19) | 60,274 | D | ||||||||
| Explanation of Responses: |
| 1. Price $54.270 |
| 2. Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of Truist stock on the applicable measurement date. |
| 3. Represents time-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan or the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan. Pursuant to the Merger Agreement at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time- vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. |
| 4. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 6,305.833 shares of SunTrust common stock. |
| 5. Represents performance-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. The performance-vesting conditions applicable to these restricted stock units have been previously satisfied but, in accordance with the terms of the award agreement governing these restricted stock units, the amount listed is subject to a one-year deferral beginning on February 9, 2019. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. |
| 6. (continued from footnote 1) Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 2,111.055 shares of SunTrust common stock. |
| 7. Represents phantom stock units under the SunTrust Banks, Inc. Deferred Compensation Plan. Pursuant to the Merger Agreement at the effective time of the Merger, each outstanding SunTrust phantom stock unit automatically converted into a BB&T phantom stock unit in respect of shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist phantom stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust phantom stock units immediately prior to the effective time of the Merger. |
| 8. These phantom stock units replaced SunTrust phantom stock units in respect of an aggregate 1,150.8843 shares of SunTrust common stock. |
| 9. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 6,304.802 shares of SunTrust common stock. |
| 10. Represents performance-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. |
| 11. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 13,071.672 shares of SunTrust common stock. |
| 12. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 17,091.215 shares of SunTrust common stock. |
| 13. Represents time-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan or the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan. Pursuant to the Merger Agreement at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time- vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. |
| 14. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 18,916.468 shares of SunTrust common stock. |
| 15. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 1,406.955 shares of SunTrust common stock. |
| 16. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 1,405.894 shares of SunTrust common stock. |
| 17. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 1,639.906 shares of SunTrust common stock. |
| 18. The amount on the original Form 4 was overstated by 1 share due to rounding discrepancies. |
| 19. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 46,543.455 shares of SunTrust common stock. |
| Carla Brenwald, Attorney-in-fact | 02/11/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||