SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Horton William E

(Last)

(First)

(Middle)

P. O. BOX 10247

(Street)

BIRMINGHAM

35202-0247

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2014

3. Issuer Name and Ticker or Trading Symbol
REGIONS FINANCIAL CORP [ RF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	South Region President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	26,255	D
Common Stock	13,551.573⁽¹⁾	I	By 401(k)
Common Stock (phantom stock)	4,607.21⁽¹⁾	I	Indirect - By 401 (k) Supplemental Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Stock Units	⁽²⁾	⁽²⁾	Common Stock	13,673⁽³⁾	$0.0000⁽⁴⁾	D
Performance Stock Units (2013)	⁽⁵⁾	⁽⁵⁾	Common Stock	10,759⁽⁶⁾	$0.0000⁽⁷⁾	D
Performance Stock Units (2014)	⁽⁸⁾	⁽⁸⁾	Common Stock	8,111⁽⁹⁾	$0.0000⁽⁷⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	65,088	$0.0000⁽¹¹⁾	D
Stock Option (Right to Buy)	⁽¹²⁾	05/31/2021	Common Stock	21,543	$6.54	D
Stock Option (Right to Buy)	⁽¹²⁾	06/21/2020	Common Stock	44,670	$7	D
Stock Option (Right to Buy)	⁽¹²⁾	02/27/2018	Common Stock	28,487	$21.94	D
Stock Option (Right to Buy)	⁽¹²⁾	02/08/2015	Common Stock	22,088	$32.02	D
Stock Option (Right to Buy)	⁽¹²⁾	04/03/2016	Common Stock	16,347	$34.46	D
Stock Option (Right to Buy)	⁽¹²⁾	04/23/2017	Common Stock	14,286	$35.07	D

Explanation of Responses:

1. 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 performance stock units will be settled in shares of common stock as of June 1, 2015, subject to a service requirement and subject to earlier vesting in whole or in part under certain conditions. For more information, please see the Current Report on Form 8-K filed by Regions Financial Corporation on May 25, 2012.

3. The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 200% of the target amount depending on the level of company achievement of performance goals during the performance period from January 1, 2012, through December 31, 2014. For more information, please see the Current Report on Form 8-K filed by Regions Financial Corporation on May 25, 2012.

4. Each performance stock unit is the economic equivalent of up to two shares of Regions Financial Corporation common stock with deemed reinvestment of dividends.

5. The performance stock units will be settled in shares of common stock as of April 1, 2016, subject to a service requirement and subject to earlier vesting in whole or in part under certain conditions.

6. The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 150% of the target amount depending on the level of company achievement of performance goals during the performance period from January 1, 2013, through December 31, 2015.

7. Each performance stock unit is the economic equivalent of up to one and one-half shares of Regions Financial Corporation common stock with deemed reinvestment of dividends.

8. The performance stock units will be settled in shares of common stock as of April 1, 2017, subject to a service requirement and subject to earlier vesting in whole or in part under certain conditions.

9. The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 150% of the target amount depending on the level of company achievement of performance goals during the performance period from January 1, 2014, through December 31, 2016.

10. 27,347 restricted stock units awarded on June 6, 2012 will be settled in shares of common stock as of June 1, 2015, subject to a service requirement and subject to earlier vesting in whole or in part under certain conditions. For more information, please see the Current Report on Form 8-K filed by Regions Financial Corporation on May 25, 2012. 21,518 restricted stock units awarded on April 1, 2013 will be settled in shares of common stock as of April 1, 2016, subject to a service and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions. 16,223 restricted stock units awarded on April 1, 2014 will be settled in shares of common stock as of April 1, 2017, subject to a service and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions.

11. Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock with deemed reinvestment of dividends.

12. These options are fully vested and presently exercisable.

Remarks:

billhortonpoa.pdf

	Lachelle S. Koon - Attorney-in-Fact	06/20/2014
	** 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 5 (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.
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