Truist Financial (TFC) Form 4 TRUIST FINANCIAL / 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)

214 N. TRYON STREET

(Street)

CHARLOTTE NC 28202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP [ TFC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Head of Banking and Insurance

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2020

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	01/27/2020		A		18,483(1)	A	$0.0000	172,811	D
Common Stock	01/27/2020		A		5,826(2)	A	$0.0000	178,637	D
Common Stock	01/27/2020		A		5,252(3)	A	$0.0000	183,889	D
Common Stock	01/27/2020		A		4,685(4)	A	$0.0000	188,574	D
Common Stock								45,469.55(5)	I	By 401(k)
Common Stock								968.557(6)	I	By Custodian for Child - Kristen
Common Stock								968.557(6)	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)	$32.1							03/15/2017(7)	02/23/2026	Common Stock	42,205		42,205	D
Stock Option (right to buy)	$37.55							02/25/2015(8)	02/25/2024	Common Stock	29,763		29,763	D
Stock Option (right to buy)	$38.22							03/15/2016(9)	02/24/2025	Common Stock	49,375		49,375	D

Explanation of Responses:

1. On February 21, 2017, the reporting person was granted 15,753 performance-vested restricted stock units at the Target Level of Achievement, which vest and become earned based on the pre-established three-year (January 1, 2017 through December 31, 2019) performance period's ROCE and TSR performance measures. Transaction represents the satisfaction of performance measures at greater than the Target Level of Achievement, resulting in 18,483 shares being earned.

2. On February 26, 2019, the reporting person was granted 17,479 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2020, 2021, and 2022. The performance criteria for 2020 were met, resulting in 5,826 restricted stock units being earned.

3. On February 21, 2017, the reporting person was granted 15,753 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2018, 2019, and 2020. The performance criteria for 2020 were met, resulting in 5,252 restricted stock units being earned.

4. On February 20, 2018, the reporting person was granted 14,053 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2019, 2020, and 2021. The performance criteria for 2020 were met, resulting in 4,685 restricted stock units being earned.

5. Includes 987.146 shares acquired between July 1, 2019 and December 31, 2019, under the Issuer's 401(k) plan. The information in this report is based on plan statements dated July 1, 2019 through December 31, 2019.

6. Includes 17.098 shares acquired between September 2019 and December 2019, under the Issuer's Dividend Reinvestment Plan.

7. 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 2019 were met, resulting in 21,102 options being earned.

8. 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.

9. 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 2018 were met, resulting in 16,458 options being earned.

Remarks:

poa.txt

	Carla Brenwald, Attorney-in-fact	01/29/2020
	** Signature of Reporting Person	Date
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