Truist Financial (TFC) Form 4 BB&T / KELLY S KING 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^*

KING KELLY S

(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
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2017

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	01/24/2017		M		164,062	A	$27.75	453,912.475(1)	D
Common Stock	01/24/2017		M		126,294	A	$44.15	580,206.475	D
Common Stock	01/24/2017		S		290,356	D	$45.511(2)	289,850.475	D
Common Stock								7,138.263(3)	I	By 401(k)
Common Stock								97,449.949(4)	I	By IRA
Common Stock								59,463.819(5)	I	By Spouse

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	01/24/2017		M			126,294	02/20/2008(6)	02/20/2017	Common Stock	126,294	$0.0000	0.0000	D
Stock Option (right to buy)	$27.75	01/24/2017		M			164,062	02/23/2011(7)	02/23/2020	Common Stock	164,062	$0.0000	0.0000	D
Stock Option (right to buy)	$27.73							02/22/2012(8)	02/22/2021	Common Stock	126,372		126,372	D
Stock Option (right to buy)	$30.08							02/26/2014(9)	02/26/2023	Common Stock	101,806		101,806	D
Stock Option (right to buy)	$30.09							02/21/2013(10)	02/21/2022	Common Stock	180,789		180,789	D
Stock Option (right to buy)	$37.55							02/25/2015(11)	02/25/2024	Common Stock	47,738		47,738	D
Stock Option (right to buy)	$38.22							03/15/2016(12)	02/24/2025	Common Stock	40,237		40,237	D

Explanation of Responses:

1. Includes 3,874.955 shares acquired in September 2016 and December 2016, under the Issuer's Dividend Reinvestment Plan.

2. The price in Column 4 is a weighted average price. The prices actually received ranged from $45.4200 to $45.6300. 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. Includes 98.159 shares acquired between July 1, 2016 and December 31, 2016, under the Issuer's 401(k) plan. The information in this report is based on plan statements dated July 1, 2016 through December 31, 2016.

4. Includes 1,387.224 shares acquired in September 2016 and December 2016, under Dividend Reinvestment Plans.

5. Includes 847.507 shares acquired in September 2016 and December 2016, under the Issuer's Dividend Reinvestment Plan.

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

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

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

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

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

11. On February 25, 2014, the reporting person was granted an option to purchase 71,611 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 2016 were met, resulting in vesting of the option as to 23,871 shares.

12. On February 24, 2015, the reporting person was granted an option to purchase 120,714 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year March 15, 2016, 2017, and 2018. The performance criteria for 2016 were met, resulting in vesting of the option as to 40,237 shares.

	Carla Brenwald, Attorney-in-fact	01/26/2017
	** Signature of Reporting Person	Date
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