0001225208-20-001956.txt : 20200211 0001225208-20-001956.hdr.sgml : 20200211 20200211175553 ACCESSION NUMBER: 0001225208-20-001956 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200207 FILED AS OF DATE: 20200211 DATE AS OF CHANGE: 20200211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thompson Joseph M CENTRAL INDEX KEY: 0001788989 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 20598415 MAIL ADDRESS: STREET 1: 214 N. TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRUIST FINANCIAL CORP CENTRAL INDEX KEY: 0000092230 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560939887 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 214 NORTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 3367332000 MAIL ADDRESS: STREET 1: 214 NORTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: BB&T CORP DATE OF NAME CHANGE: 19970527 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN NATIONAL CORP /NC/ DATE OF NAME CHANGE: 19920703 4 1 doc4.xml X0306 4 2020-02-07 0000092230 TRUIST FINANCIAL CORP TFC 0001788989 Thompson Joseph M 214 N. TRYON STREET CHARLOTTE NC 28202 1 Sr. Executive Vice President Common Stock 2020-02-07 4 M 0 8166.0000 0 A 8166.0000 D Common Stock 2020-02-07 4 M 0 2734.0000 0 A 10900.0000 D Common Stock 2020-02-07 4 F 0 759.0000 54.2700 D 10141.0000 D Common Stock 2020-02-07 4 F 0 2458.0000 54.2700 D 7683.0000 D Common Stock 1699.7838 I By 401(k) Restricted Stock Units 2020-02-07 4 M 0 8166.0000 D 2020-02-08 2020-02-08 Common Stock 8166.0000 0.0000 D Restricted Stock Units 2020-02-07 4 M 0 2734.0000 D 2019-02-09 2019-02-09 Common Stock 2734.0000 0.0000 D Phantom Stock Units - Deferred Comp Common Stock 1490.0000 1490.0000 D Restricted Stock Unit 2022-02-08 2022-02-08 Common Stock 8165.0000 8165.0000 D Restricted Stock Unit 2021-02-13 2021-02-13 Common Stock 16858.0000 16858.0000 D Restricted Stock Unit 2020-02-14 2020-02-14 Common Stock 22133.0000 22133.0000 D Restricted Stock Units 2021-02-08 2021-02-08 Common Stock 8166.0000 8166.0000 D Restricted Stock Units 2022-02-08 2022-02-08 Common Stock 24497.0000 24497.0000 D Restricted Stock Units 2020-02-13 2020-02-13 Common Stock 1822.0000 1822.0000 D Restricted Stock Units 2021-02-13 2021-02-13 Common Stock 1821.0000 1821.0000 D Restricted Stock Units 2020-02-14 2020-02-14 Common Stock 2123.0000 2123.0000 D Restricted Stock Units 2022-10-01 2022-10-01 Common Stock 60274.0000 60274.0000 D Price $54.270 Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of Truist stock on the applicable measurement date. Represents 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. 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. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 6,305.833 shares of SunTrust common stock. Represents performance-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. The performance-vesting conditions applicable to these restricted stock units have been previously satisfied but, in accordance with the terms of the award agreement governing these restricted stock units, the amount listed is subject to a one-year deferral beginning on February 9, 2019. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T 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. (continued from footnote 1) Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 2,111.055 shares of SunTrust common stock. Represents phantom stock units under the SunTrust Banks, Inc. Deferred Compensation Plan. Pursuant to the Merger Agreement at the effective time of the Merger, each outstanding SunTrust phantom stock unit automatically converted into a BB&T phantom stock unit in respect of 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 phantom stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust phantom stock units immediately prior to the effective time of the Merger. These phantom stock units replaced SunTrust phantom stock units in respect of an aggregate 1,150.8843 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 6,304.802 shares of SunTrust common stock. Represents performance-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T 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 restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 13,071.672 shares of SunTrust common stock. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 17,091.215 shares of SunTrust common stock. Represents 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. 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. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 18,916.468 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 1,406.955 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 1,405.894 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 1,639.906 shares of SunTrust common stock. The amount on the original Form 4 was overstated by 1 share due to rounding discrepancies. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 46,543.455 shares of SunTrust common stock. Carla Brenwald, Attorney-in-fact 2020-02-11