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*
Goodrich Donna C
(Last) (First) (Middle)
PO BOX 1250
(Street)
WINSTON-SALEM NC 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)
Sr. Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2018
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)
Code V Amount (A) or (D) Price
Common Stock 02/08/2018 A 970(1) A $0.0000 48,151.782 D
Common Stock 8,703.613(2) I By 401(k)
Common Stock 3,688.649 I By Spouse
Common Stock 8,922.718(3) I By Spouse's 401(k)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $27.73 02/22/2012(4) 02/22/2021 Common Stock 8,505 8,505 D
Stock Option (right to buy) $30.08 02/26/2014(5) 02/26/2023 Common Stock 21,587 21,587 D
Stock Option (right to buy) $30.09 02/21/2013(6) 02/21/2022 Common Stock 36,455 36,455 D
Stock Option (right to buy) $32.1 03/15/2017(7) 02/26/2026 Common Stock 12,665 12,665 D
Stock Option (right to buy) $37.55 02/25/2015(8) 02/25/2024 Common Stock 15,396 15,396 D
Stock Option (right to buy) $38.22 03/15/2016(9) 02/24/2025 Common Stock 17,667 17,667 D
Explanation of Responses:
1. On December 31, 2015, the reporting person was granted 2,909 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending February 15, 2017, 2018, and 2019. The performance criteria for 2018 were met, resulting in 970 restricted stock units being earned.
2. Includes 55.442 shares acquired between October 1, 2017 and December 31, 2017, under the Issuer's 401(k) plan. The information in this report is based on plan statements dated October 1, 2017 through December 31, 2017.
3. Includes 56.837 shares acquired between October 1, 2017 and December 31, 2017, under the Issuer's 401(k) plan. The information in this report is based on plan statements dated October 1, 2017 through December 31, 2017.
4. The option is exercisable in four equal annual installments beginning on 2/22/2012.
5. The option is exercisable in three equal annual installments beginning on 02/26/2014.
6. The option is exercisable in four equal annual installments beginning on 02/21/2013.
7. On February 23, 2016, the reporting person was granted an option to purchase 37,998 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending March 15, 2017, 2018, and 2019. The performance criteria for 2017 were met, resulting in 12,665 options being earned.
8. On February 25, 2014, the reporting person was granted an option to purchase 15,396 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 2017 were met, resulting in 5,133 options being earned.
9. On February 24, 2015, the reporting person was granted an option to purchase 26,500 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending March 15, 2016, 2017, and 2018. The performance criteria for 2017 were met, resulting in 8,834 options being earned.
Remarks:
poa.txt
Carla Brenwald, Attorney-in-fact 02/12/2018
** 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).
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