FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carson John C Jr.
2. Issuer Name and Ticker or Trading Symbol

REGIONS FINANCIAL CORP [ RF ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO - Morgan Keegan
(Last)          (First)          (Middle)

P. O. BOX 10247
3. Date of Earliest Transaction (MM/DD/YYYY)

12/30/2011
(Street)

BIRMINGHAM, AL 35202-0247
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Units   (1) $ 0   (2) 12/30/2011     A      4774.7100   (1)        (3)   (3) Common Stock   4774.7100   $ 0   93079.1600   D    
Restricted Stock Units   (4) $ 0   (2) 12/30/2011     J      216.4600   (4)        (4)   (4) Common Stock   216.4600   $ 0   93295.6200   D    
Restricted Stock Units   $ 0   (2) 1/1/2012     D         46647.8000   (5)     (6)   (6) Common Stock   46647.8000   $ 0   46647.8200   D    

Explanation of Responses:
( 1)  The restricted stock units represent a pro rata portion of the salary stock component of the reporting person's 2011 compensation, net of any applicable witholdings and deductions. For more information, please see the Current Report on Form 8-K filed by Regions Financial Corporation on February 25, 2011.
( 2)  Each restricted stock unit is the equivalent of one share of Regions Financial Corporation common stock.
( 3)  One-half of the restricted stock units will be settled in cash as of January 1, 2012 and one-half as of January 1, 2013.
( 4)  Restricted stock units acquired as the result of crediting dividend equivalents attributable to restricted stock units previously granted as salary stock. These restricted stock units will be settled in cash on the same dates as the restricted stock units to which the dividend equivalents relate.
( 5)  Required cash settlement of salary stock granted as restricted stock units in 2011 as described in the Current Report on Form 8-K filed by Regions Financial Corporation on February 25, 2011.
( 6)  Remainder of 2011 restricted stock units will be settled in cash as of January 1, 2013.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carson John C Jr.
P. O. BOX 10247
BIRMINGHAM, AL 35202-0247


CEO - Morgan Keegan

Signatures
Lachelle S. Koon - Attorney -in-Fact 1/4/2012
** 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 control number.
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