SEC FORM 4

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^*

MCCRARY CHARLES D

(Last)

(First)

(Middle)

P.O. BOX 10247

(Street)

BIRMINGHAM

35202-0247

(City)

(State)

(Zip)

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

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Non-Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00⁽¹⁾	02/08/2022		A		22,207⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	22,207⁽²⁾	$0.00	49,339.3185⁽⁴⁾	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") is the economic equivalent of one share of Regions Financial Corporation common stock, with notional dividends to be periodically reinvested in additional RSUs.

2. The grant includes: (a) 7,151 RSUs (which includes 773 RSUs in respect of accrued notional dividends) for service in 2019 (the "2019 Grant"), (b) 10,210 RSUs (which includes 668 RSUs in respect of accrued notional dividends) for service in 2020 (the "2020 Grant"), and (c) 4,846 RSUs (which includes 109 RSUs in respect of accrued notional dividends) for service in 2021 (the "2021 Grant").

3. In the case of the 2019 Grant and the 2020 Grant, the RSUs are deemed fully vested. In the case of the 2021 Grant, the RSUs will vest at the 2022 Annual Meeting of Shareholders, subject to a service requirement and earlier vesting in certain situations. All vested RSUs will be settled in shares of common stock on the date determined in accordance with the reporting person's irrevocable deferral election under the Regions Financial Corporation Directors' Deferred Restricted Stock Unit Plan.

4. Includes a total of 955.4174 RSUs in respect of accrued notional dividends acquired on January 4, 2021, April 1, 2021, July 1, 2021, October 1, 2021, and January 3, 2022, on RSUs outstanding prior to the February 8, 2022 grant pursuant to the dividend reinvestment feature of the Regions Financial Corporation Directors' Deferred Restricted Stock Unit Plan.

Remarks:

In accordance with the issuer's Director Compensation Program, the reporting person is entitled to receive an additional annual fee in the form of RSUs for his service as Non-Executive Chair of the Board, which was not paid in 2019, 2020, and 2021 due to administrative oversight. The RSUs (including accrued notional dividends) reported herein were granted to satisfy the amounts due to the reporting person.

	Lachelle S. Koon - Attorney-in-Fact	02/08/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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