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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Henson Christopher L

(Last)

(First)

(Middle)

PO BOX 1250

(Street)

WINSTON-SALEM

27102-1250

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BB&T CORP [ BBT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2016

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)
Common Stock	08/02/2016		G	V	274	D	$0.0000	150,904.078⁽¹⁾	D
Common Stock	08/09/2016		M		73,295	A	$34.29	224,199.078	D
Common Stock	08/09/2016		S		73,295	D	$38.0358⁽²⁾	150,904.078	D
Common Stock								38,492.087⁽³⁾	I	By 401(k)
Common Stock								3.429⁽⁴⁾	I	By Custodian for Child - Kristen
Common Stock								3.429⁽⁴⁾	I	By Custodian for Child - Sydney
Common Stock								8,594.143	I	By IRA

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)
Stock Option (right to buy)	$34.29	08/09/2016		M			73,295	02/26/2009⁽⁵⁾	02/26/2018	Common Stock	73,295	$0.0000	0.0000	D
Stock Option (right to buy)	$44.15							02/20/2008⁽⁶⁾	02/20/2017	Common Stock	52,362		52,362	D
Stock Option (right to buy)	$30.09							02/21/2013⁽⁷⁾	02/21/2022	Common Stock	73,776		73,776	D
Stock Option (right to buy)	$27.73							02/22/2012⁽⁸⁾	02/22/2021	Common Stock	57,010		57,010	D
Stock Option (right to buy)	$27.75							02/23/2011⁽⁹⁾	02/23/2020	Common Stock	71,875		71,875	D
Stock Option (right to buy)	$37.55							02/25/2015⁽¹⁰⁾	02/25/2024	Common Stock	19,841		19,841	D
Stock Option (right to buy)	$30.08							02/26/2014⁽¹¹⁾	02/26/2023	Common Stock	42,233		42,233	D
Stock Option (right to buy)	$38.22							03/15/2016⁽¹²⁾	02/24/2025	Common Stock	16,458		16,458	D

Explanation of Responses:

1. Includes 231.440 shares acquired in June 2016, under the Issuer's Dividend Reinvestment Plan.

2. The price in Column 4 is a weighted average price. The prices actually received ranged from $38.000 to $38.095. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

3. Includes 1,798.202 shares acquired between January 1, 2016 and June 30, 2016, under the Issuer's 401(k) plan. The information in this report is based on a plan statement dated January 1, 2016 through June 30, 2016.

4. Includes 0.026 shares acquired in June 2016, under the Issuer's Dividend Reinvestment Plan.

5. The option is exercisable in five equal annual installments beginning on 2/26/2009.

6. The option is exercisable in five equal annual installments beginning on 2/20/2008.

7. The option is exercisable in four equal annual installments beginning on 02/21/2013.

8. The option is exercisable in four equal annual installments beginning on 2/22/2012.

9. The option is exercisable in four equal annual installments beginning on 02/23/2011.

10. On February 25, 2014, the reporting person was granted an option to purchase 29,763 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending February 25, 2015, 2016, and 2017. The performance criteria for 2016 were met, resulting in vesting of the option as to 9,921 shares.

11. The option is exercisable in three equal annual installments beginning on 02/26/2014.

12. On February 24, 2015, the reporting person was granted an option to purchase 49,375 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year March 15, 2016, 2017, and 2018. The performance criteria for 2016 were met, resulting in vesting of the option as to 16,458 shares.

Remarks:

poa.txt

	Carla Brenwald, Attorney-in-fact	08/11/2016
	** 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 Number.