0001664272-21-000199.txt : 20211105 0001664272-21-000199.hdr.sgml : 20211105 20211105152714 ACCESSION NUMBER: 0001664272-21-000199 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211103 FILED AS OF DATE: 20211105 DATE AS OF CHANGE: 20211105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cummins Hugh S. III CENTRAL INDEX KEY: 0001701995 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 211384276 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 f4_a1e2k00000rxjr3ual-live.xml PRIMARY DOCUMENT X0306 4 2021-11-03 false 0000092230 TRUIST FINANCIAL CORP TFC 0001701995 Cummins Hugh S. III 214 N. TRYON STREET CHARLOTTE NC 28202 false true false false Vice Chair Common Stock 2021-11-03 4 M false 59052.0000 16.7400 A 273686.3090 D Common Stock 2021-11-03 4 S false 59052.0000 65.1360 D 214634.3090 D Common Stock 3890.9200 I By 401(k) Stock Option (right to buy) 16.7400 2021-11-03 4 M false 59052.0000 0.0000 D 2013-02-14 2022-02-14 Common Stock 59052.0000 0.0000 D Phantom Stock Unit 0.0000 2000-01-01 2000-01-01 Common Stock 1600.8960 1600.8960 D Restricted Stock Unit 0.0000 2021-02-13 2021-02-13 Common Stock 899.7910 899.7910 D Restricted Stock Units 0.0000 2022-02-08 2022-02-08 Common Stock 23965.5710 23965.5710 D Restricted Stock Units 0.0000 2022-10-01 2022-10-01 Common Stock 85612.3680 85612.3680 D Stock Option (right to buy) 21.1700 2014-02-26 2023-02-26 Common Stock 55924.0000 55924.0000 D The price in Column 4 is a weighted average price. The prices actually received ranged from $65.0000 to $65.4100. 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. 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 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 Truist phantom stock unit in respect of shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. 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. Includes shares acquired as a result of dividend reinvestment since the last reported transaction. 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 Truist restricted stock unit convertible into shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. 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. If performance results in the award vesting at greater than 130% of target, the amount that vested inexcess of 130% is subject to a one-year deferral. 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 Truist time-vested restricted stock unit convertible into shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. 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. 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 Truist common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. 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. Carla Brenwald, Attorney-in-fact 2021-11-05