Truist Financial (TFC) Form 4 BB&T / Stephen T Williams 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^*

Williams Stephen T

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2016

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	12/22/2016		S		689,012(1)	D	$47.2791(2)	439,241	I	By Trust
Series E Nonconvertible Perpetual Preferred Stock	12/22/2016		S		60,000(1)	D	$23.631(3)	0.0000	I	By Trust
Common Stock	12/23/2016		S		439,241(1)	D	$47.2952(4)	0.0000	I	By Trust
Common Stock								375,249.592(5)	D
Common Stock								1,668.838(6)	I	By Trust for Daughter - Mary
Common Stock								1,668.838(6)	I	By Trust for Daughter - Sarah
Common Stock								8,964.155(7)	I	By Trust for Son
Common Stock								438.75(8)	I	By UTMA C/F Daughter - Mary
Common Stock								438.75(8)	I	By UTMA C/F Daughter - Sarah

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)	$16.88							02/24/2010(9)	02/24/2019	Common Stock	7,722		7,722	D
Stock Option (right to buy)	$27.73							02/22/2012(10)	02/22/2021	Common Stock	3,221		3,221	D
Stock Option (right to buy)	$27.75							02/23/2011(11)	02/23/2020	Common Stock	4,285		4,285	D
Stock Option (right to buy)	$34.29							02/26/2009(12)	02/26/2018	Common Stock	5,797		5,797	D

Explanation of Responses:

1. The reporting person was appointed trustee on October 25, 2016. The reporting person and members of his immediate family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the BB&T common stock held by the trust except to the extent of his pecuniary interest therein.

2. The price in Column 4 is a weighted average price. The prices actually received ranged from $47.1200 to $47.4500. 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.

3. The price in Column 4 is a weighted average price. The prices actually received ranged from $23.6200 to $23.6420. 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.

4. The price in Column 4 is a weighted average price. The prices actually received ranged from $47.1900 to $47.4200. 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.

5. Includes 414.770 shares acquired between March 2016 and December 2016, under the Issuer's Dividend Reinvestment Plan. Also, the reporting person no longer has a reportable beneficial interest in 492.604 shares (which includes 3.991 shares acquired in March 2016, under the Issuer's Dividend Reinvestment Plan) owned by his son and includeded in the reporting prson's prior ownership reports.

6. Includes 49.496 shares acquired between March 2016 and December 2016, under the Issuer's Dividend Reinvestment Plan.

7. Includes 265.867 shares acquired between March 2016 and December 2016, under the Issuer's Dividend Reinvestment Plan.

8. Includes 13.013 shares acquired between March 2016 and December 2016, under the Issuer's Dividend Reinvestment Plan.

9. The option is exercisable in five equal annual installments beginning on 02/24/2010.

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

11. The option is exercisable in four equal annual installments beginning on 02/23/2011.

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

Remarks:

poa.txt

	Carla Brenwald, Attorney-in-fact	12/27/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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