Truist Financial (TFC) Form 4 BB&T / Cynthia B Powell 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^*

Powell Cynthia B

(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)
Corp. Controller, Exec VP

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2016

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	11/09/2016		M		7,047	A	$27.73	18,463	D
Common Stock	11/09/2016		S		7,047	D	$40.3602(1)	11,416	D
Common Stock								3,151.859(2)	I	By 401(k)

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)	$27.73	11/09/2016		M			7,047	02/22/2012(3)	02/22/2021	Common Stock	7,047	$0.0000	0.0000	D
Stock Option (right to buy)	$30.09							02/21/2013(4)	02/21/2022	Common Stock	9,012		9,012	D
Stock Option (right to buy)	$34.29							02/26/2009(5)	02/26/2018	Common Stock	7,618		7,618	D
Stock Option (right to buy)	$44.15							02/20/2008(6)	02/20/2017	Common Stock	5,847		5,847	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually received ranged from $40.3300 to $40.3650. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

2. Includes 305.444 shares acquired between January 1, 2016 and September 30, 2016, under the Issuer's 401(k) plan. The information in this report is based on a plan statements dated January 1, 2016 through September 30, 2016.

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

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

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

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

Remarks:

poa.txt

	Carla Brenwald, Attorney-in-fact	11/10/2016
	** 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.
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