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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TRUIST FINANCIAL CORP [ TFC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/07/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/07/2020 | M | 7,349 | A | $0(1) | 7,349 | D | |||
| Common Stock | 02/07/2020 | M | 3,589 | A | $0(1) | 10,938 | D | |||
| Common Stock | 02/07/2020 | F | 1,066 | D | $54.27 | 9,872 | D | |||
| Common Stock | 02/07/2020 | F | 2,183 | D | $54.27 | 7,689 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Unit | (2) | 02/07/2020 | M | 7,349 | 02/08/2020 | 02/08/2020 | Common Stock | 7,349(3) | $54.27 | 0.0000 | D | ||||
| Restricted Stock Units | (2) | 02/07/2020 | M | 3,589 | 02/08/2020 | 02/08/2020 | Common Stock | 3,589(4) | $54.27 | 0.0000 | D | ||||
| Restricted Stock Unit | (2) | 02/08/2021 | 02/08/2021 | Common Stock | 7,349(3) | 7,349 | D | ||||||||
| Restricted Stock Unit | (2) | 02/08/2022 | 02/08/2022 | Common Stock | 7,349(5) | 7,349 | D | ||||||||
| Restricted Stock Unit | (2) | 02/14/2020 | 02/14/2020 | Common Stock | 2,891(6) | 2,891 | D | ||||||||
| Restricted Stock Units | (2) | 02/08/2021 | 02/08/2021 | Common Stock | 3,588(7) | 3,588 | D | ||||||||
| Restricted Stock Units | (2) | 02/08/2022 | 02/08/2022 | Common Stock | 3,586(8) | 3,586 | D | ||||||||
| Restricted Stock Units | (2) | 02/13/2020 | 02/13/2020 | Common Stock | 4,637(9) | 4,637 | D | ||||||||
| Restricted Stock Units | (2) | 02/13/2021 | 02/13/2021 | Common Stock | 4,635(10) | 4,635 | D | ||||||||
| Restricted Stock Units | (2) | 02/14/2020 | 02/14/2020 | Common Stock | 2,891(6) | 2,891 | D | ||||||||
| Restricted Stock Units | (2) | 06/14/2021 | 06/14/2021 | Common Stock | 34,879(11) | 34,879 | D | ||||||||
| Restricted Stock Units | (2) | 10/01/2022 | 10/01/2022 | Common Stock | 46,967(12) | 46,967 | D | ||||||||
| Explanation of Responses: |
| 1. Price $54.270 |
| 2. Pursuant to the Agreement and Plan of Merger by and between SunTrust Banks, Inc. ("SunTrust") and BB&T Corporation ("BB&T"), dated February 7, 2019 and amended as of June 14, 2019 (the "Merger Agreement"), SunTrust was merged with and into BB&T, effective December 6, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of SunTrust common stock was converted into the right to receive 1.295 shares of BB&T common stock. The closing price of BB&T common stock on the New York Stock Exchange on the effective date of the Merger was $54.24. Following and in connection with the Merger, BB&T changed its name to Truist Financial Corporation ("Truist"). These stock units represent time-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan or the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan. |
| 3. (Continued from Footnote 2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 5,675.147 shares of SunTrust common stock. |
| 4. (Continued from Footnote 2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 2,771.511 shares of SunTrust common stock. |
| 5. (Continued from Footnote 2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 5,674.114 shares of SunTrust common stock. |
| 6. (Continued from Footnote 2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 2,231.797 shares of SunTrust common stock. |
| 7. (Continued from Footnote 2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 2,770.479 shares of SunTrust common stock. |
| 8. (Continued from Footnote 2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 2,769.447 shares of SunTrust common stock. |
| 9. (Continued from Footnote 2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 3,580.571 shares of SunTrust common stock. |
| 10. (Continued from Footnote 2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 3,579.508 shares of SunTrust common stock. |
| 11. (Continued from Footnote 2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 26,933.21 shares of SunTrust common stock. |
| 12. (Continued from Footnote 2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 36,267.72 shares of SunTrust common stock. |
| Carla Brenwald, Attorney-in-fact | 02/11/2020 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||