Truist Financial (TFC) Form 4 BB&T / Christopher L Henson 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^*

Henson Christopher L

(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)
President and COO

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2017

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	10/20/2017		M		42,233	A	$30.08	207,620	D
Common Stock	10/20/2017		S		42,233	D	$47.56(1)	165,387	D
Common Stock	10/20/2017		G	V	6,400	D	$0.0000	158,987	D
Common Stock								40,697.362(2)	I	By 401(k)
Common Stock								352.011(3)	I	By Custodian for Child - Kristen
Common Stock								352.011(3)	I	By Custodian for Child - Sydney
Common Stock								8,594.143	I	By IRA

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)	$30.08	10/20/2017		M			42,233	02/26/2014(4)	02/26/2023	Common Stock	42,233	$0.0000	0.0000	D
Stock Option (right to buy)	$32.1							03/15/2017(5)	02/23/2026	Common Stock	21,102		21,102	D
Stock Option (right to buy)	$37.55							02/25/2015(6)	02/25/2024	Common Stock	29,763		29,763	D
Stock Option (right to buy)	$38.22							03/15/2016(7)	02/24/2025	Common Stock	32,917		32,917	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually received ranged from $47.4800 to $47.6600. 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 638.090 shares acquired between April 1, 2017 and September 30, 2017, under the Issuer's 401(k) plan. The information in this report is based on plan statements dated April 1, 2017 through September 30, 2017.

3. Includes 2.512 shares acquired between June 2017 and September 2017, under the Issuer's Dividend Reinvestment Plan.

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

5. On February 23, 2016, the reporting person was granted an option to purchase 63,307 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending March 15, 2017, 2018, and 2019. The performance criteria for 2017 were met, resulting in 21,102 options being earned.

6. On February 25, 2014, the reporting person was granted an option to purchase 29,763 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 2017 were met, resulting in 9,922 options being earned.

7. On February 24, 2015, the reporting person was granted an option to purchase 49,375 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending March 15, 2016, 2017, and 2018. The performance criteria for 2017 were met, resulting in 16,459 options being earned.

	Carla Brenwald, Attorney-in-fact	10/24/2017
	** Signature of Reporting Person	Date
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