Statement of Changes in Beneficial Ownership (4)
January 27 2023 - 06:09PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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|
| 1. Name
and Address of Reporting Person * Peters Scott M. |
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)
SEVP |
|
(Last)
(First)
(Middle)
P. O. BOX 10247 |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/25/2023
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|
(Street)
BIRMINGHAM, AL 35202-0247
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
|
Common Stock |
11/17/2022 |
|
G |
V |
663.0000 |
D |
$0.0000 |
57429.0000 |
D |
|
|
Common Stock |
1/25/2023 |
|
I |
|
25316.2324 (1) |
D |
$22.4345 |
0.0000 |
I |
By 401(k) |
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 |
|
Phantom Stock Units |
(2) |
1/25/2023 |
|
I |
|
|
20263.1300 |
(3) |
(3) |
Common Stock |
20263.1300 |
$22.4300 |
18704.4273 (4) |
D |
|
| Explanation of
Responses: |
| (1) |
Includes dividends acquired
July 1, 2022; October 3, 2022; and January 3, 2023, pursuant to a
dividend reinvestment feature of the Regions Financial Corporation
401(k) Plan. The total amount reported is expressed as ownership
units in the Plan's unitized employer stock fund, which is managed
such that each unit is intended to approximate the economic value
of one share of common stock. |
| (2) |
The phantom stock units were
accrued under the Regions Financial Corporation Non-Qualified
Excess 401(k) Plan. Each phantom stock unit represents the right to
the cash value of one share of common stock. |
| (3) |
The phantom stock units
become payable in cash upon the reporting person's termination of
employment in accordance with the form of payment elected by the
reporting person. |
| (4) |
Includes dividends acquired
quarterly in 2021 and 2022, and on January 3, 2023, pursuant to a
dividend reinvestment feature of the Plan. |
Remarks:
The Regions Financial Corporation Non-Qualified Excess 401(k) Plan
provides that all phantom stock units accrued under the Plan are
settled in cash upon the reporting person's termination of
employment in accordance with the form of payment elected by the
reporting person. Therefore, all of the reporting person's phantom
stock units under the Plan will be reported in Table II going
forward. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Peters Scott M.
P. O. BOX 10247
BIRMINGHAM, AL 35202-0247 |
|
|
SEVP |
|
Signatures
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|
Lachelle S. Koon - Attorney
-in-Fact |
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1/27/2023 |
| **Signature of Reporting
Person |
Date |
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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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