Truist Financial (TFC) Form 4 BB&T / William Rufus Yates 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^*

Yates William Rufus

(Last) (First) (Middle)

PO BOX 1250

(Street)

WINSTON-SALEM NC 27102-1250

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BB&T CORP [ BBT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2015

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	11/03/2015		S		6,000	D	$37.7705	20,931.83(1)	D
Common Stock								17,680.262(2)	I	By 401(k)
Common Stock								1,699.818	I	By ESOP
Common Stock								13,808	I	By Family Trust
Common Stock								8,192	I	By Father
Series F Nonconvertible Perpetual Preferred Stock								7,345	I	By Father

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
Stock Option (right to buy)	$44.15							02/20/2008(3)	02/20/2017	Common Stock	11,901		11,901	D
Stock Option (right to buy)	$39.73							02/21/2007(4)	02/21/2016	Common Stock	12,368		12,368	D
Stock Option (right to buy)	$30.09							02/21/2013(5)	02/21/2022	Common Stock	13,953		13,953	D
Stock Option (right to buy)	$27.73							02/22/2012(6)	02/22/2021	Common Stock	11,159		11,159	D
Stock Option (right to buy)	$37.55							02/25/2015(7)	02/25/2024	Common Stock	3,400		3,400	D
Stock Option (right to buy)	$34.29							02/26/2009(8)	02/26/2018	Common Stock	16,019		16,019	D
Stock Option (right to buy)	$30.08							02/26/2014(9)	02/26/2023	Common Stock	14,562		14,562	D

Explanation of Responses:

1. Includes 0.006 shares acquired in September 2015, under the Issuer's Dividend Reinvestment Plan.

2. Due to share price adjustments between April 1, 2015 and September 30, 2015, the reporting person's common stock holdings, under the Issuer's 401(k) plan were reduced by 2.520 shares. The information in this report is based on plan statements dated April 1, 2015 through September 30, 2015.

3. The option is exercisable in five equal annual installments beginning on 2/20/2008.

4. The option is exercisable in five equal annual installments beginning on 2/21/2007.

5. The option is exercisable in four equal annual installments beginning on 02/21/2013.

6. The option is exercisable in four equal annual installments beginning on 2/22/2012.

7. On February 25, 2014, the reporting person was granted an option to purchase 10,204 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending February 25, 2015, 2016, and 2017. The performance criteria for 2015 were met, resulting in vesting of the option as to 3,400 shares.

8. The option is exercisable in five equal annual installments beginning on 2/26/2009.

9. The option is exercisable in three equal annual installments beginning on 02/26/2014.

	Carla Brenwald, Attorney-in-fact	11/05/2015
	** Signature of Reporting Person	Date
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