Statement of Changes in Beneficial Ownership (4)
February 15 2020 - 1:21AM
Edgar (US Regulatory)
FORM 4
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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).
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Maguire Michael Baron |
2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP
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TFC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. Executive Vice President |
(Last)
(First)
(Middle)
214 N. TRYON STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2020 |
(Street)
CHARLOTTE, NC 28202
(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
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/12/2020 | | S | | 7689.0000 | D | $55.1900 | 0.0000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 Unit | (1) | | | | | | | 2/8/2021 | 2/8/2021 | Common Stock | 7349.0000 (2) | | 7349.0000 (3) | D | |
Restricted Stock Unit | (1) | | | | | | | 2/8/2022 | 2/8/2022 | Common Stock | 7349.0000 (2) | | 7349.0000 (4) | D | |
Restricted Stock Unit | (1) | | | | | | | 2/14/2020 | 2/14/2020 | Common Stock | 2891.0000 (2) | | 2891.0000 (5) | D | |
Restricted Stock Units | (1) | | | | | | | 2/8/2021 | 2/8/2021 | Common Stock | 3588.0000 (2) | | 3588.0000 (6) | D | |
Restricted Stock Units | (1) | | | | | | | 2/8/2022 | 2/8/2022 | Common Stock | 3586.0000 (2) | | 3586.0000 (7) | D | |
Restricted Stock Units | (1) | | | | | | | 2/13/2020 | 2/13/2020 | Common Stock | 4637.0000 (2) | | 4637.0000 (8) | D | |
Restricted Stock Units | (1) | | | | | | | 2/13/2021 | 2/13/2021 | Common Stock | 4635.0000 (2) | | 4635.0000 (9) | D | |
Restricted Stock Units | (1) | | | | | | | 2/14/2020 | 2/14/2020 | Common Stock | 2891.0000 (2) | | 2891.0000 (5) | D | |
Restricted Stock Units | (1) | | | | | | | 6/14/2021 | 6/14/2021 | Common Stock | 34879.0000 (2) | | 34879.0000 (10) | D | |
Restricted Stock Units | (1) | | | | | | | 10/1/2022 | 10/1/2022 | Common Stock | 46967.0000 (2) | | 46967.0000 (11) | D | |
Explanation of Responses: |
(1) | 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. |
(2) | (Continued from Footnote 1) 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. |
(3) | 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) | 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. |
(5) | 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. |
(6) | 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. |
(7) | 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. |
(8) | 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. |
(9) | 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. |
(10) | 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. |
(11) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Maguire Michael Baron 214 N. TRYON STREET CHARLOTTE, NC 28202 |
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| Sr. Executive Vice President |
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Signatures
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Carla Brenwald, Attorney-in-fact | | 2/14/2020 |
**Signature of Reporting Person | Date |
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