0001225208-20-001957.txt : 20200211
0001225208-20-001957.hdr.sgml : 20200211
20200211175557
ACCESSION NUMBER: 0001225208-20-001957
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: ROGERS WILLIAM H JR
CENTRAL INDEX KEY: 0001182002
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10853
FILM NUMBER: 20598416
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
0001182002
ROGERS WILLIAM H JR
214 N. TRYON STREET
CHARLOTTE
NC
28202
1
1
President and COO
Common Stock
2020-02-07
4
M
0
44910.0000
54.2700
A
907806.3700
D
Common Stock
2020-02-07
4
M
0
13685.0000
54.2700
A
921491.3700
D
Common Stock
2020-02-07
4
F
0
3743.0000
54.2700
D
917748.3700
D
Common Stock
2020-02-07
4
F
0
18309.0000
54.2700
D
899439.3700
D
Common Stock
10479.1169
I
By 401(k)
Restricted Stock Units
2020-02-07
4
M
0
44910.0000
D
2020-02-08
2020-02-08
Common Stock
44910.0000
0.0000
D
Restricted Stock Units
2020-02-07
4
M
0
13685.0000
D
2019-02-09
2019-02-09
Common Stock
13685.0000
0.0000
D
Phantom Stock Units - Deferred Comp
Common Stock
2549.0000
2549.0000
D
Restricted Stock Unit
2021-02-13
2021-02-13
Common Stock
97396.0000
97396.0000
D
Restricted Stock Unit
2020-02-14
2020-02-14
Common Stock
110798.0000
110798.0000
D
Restricted Stock Units
2021-02-08
2021-02-08
Common Stock
44909.0000
44909.0000
D
Restricted Stock Units
2022-02-08
2022-02-08
Common Stock
44907.0000
44907.0000
D
Restricted Stock Units
2020-02-13
2020-02-13
Common Stock
10528.0000
10528.0000
D
Restricted Stock Units
2021-02-13
2021-02-13
Common Stock
10527.0000
10527.0000
D
Restricted Stock Units
2020-02-14
2020-02-14
Common Stock
10632.0000
10632.0000
D
Stock Option (right to buy)
16.7400
2022-02-14
Common Stock
176379.0000
176379.0000
D
Stock Option (right to buy)
21.1700
2023-02-26
Common Stock
142606.0000
142606.0000
D
Stock Option (right to buy)
22.5500
2021-04-01
Common Stock
109348.0000
109348.0000
D
The amount on the original Form 4 was inadvertently understated by 11 shares. This Form 4 reflects the accurate amount.
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 34,679.501 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. Following and in connection with the Merger, BB&T changed its name to Truist.
(Continued from Footnote 5) Each Truist restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust performance-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 10,567.36 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 unit immediately prior to the effective time of the Merger.
These phantom stock units replaced SunTrust phantom stock units in respect of an aggregate 1,968.1452 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 performance-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 75,209.472 shares of SunTrust common stock.
These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 85,557.92 shares of SunTrust common stock.
These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 34,678.469 shares of SunTrust common stock.
These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 34,677.443 shares of SunTrust common stock.
These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 8,129.55 shares of SunTrust common stock.
These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 8,128.49 shares of SunTrust common stock.
These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 8,210.397 shares of SunTrust common stock.
This option replaced an option to purchase 136,200 shares of SunTrust common stock at an exercise price of $21.67.
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase shares of SunTrust common stock automatically converted into an option to purchase shares of BB&T common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each option to purchase shares of Truist common stock is subject to the same terms and conditions (including vesting and exercisability terms) as the corresponding option to purchase shares of SunTrust common stock immediately prior to the effective time of the Merger.
This option replaced an option to purchase 36,708 shares of SunTrust common stock at an exercise price of $27.41, an option to purchase 36,707 shares of SunTrust common stock at an exercise price of $27.41 and an option to purchase 36,706 shares of SunTrust common stock at an exercise price of $27.41.
The amount on the original Form 4 was understated by 1 share due to rounding discrepancies.
This option replaced an option to purchase 84,439 shares of SunTrust common stock at an exercise price of $29.20.
Carla Brenwald, Attorney-in-fact
2020-02-11