Sec Form 4 Filing - WELLS WILLIAM C II @ REGIONS FINANCIAL CORP - 2010-11-12

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
WELLS WILLIAM C II
2. Issuer Name and Ticker or Trading Symbol
REGIONS FINANCIAL CORP [ RF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SEVP, Chief Risk Officer
(Last) (First) (Middle)
P. O. BOX 10247
3. Date of Earliest Transaction (MM/DD/YY)
11/12/2010
(Street)
BIRMINGHAM, AL35202-0247
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/12/2010 D( 1 ) 108,069 D $ 0 53,823 D
Common Stock 11,274.671 I By 401(k)
Phantom Stock Units (401k) 28,170.2315 I Indirect - By 401 (k) Supplemental Plan
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exe rcisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 2 ) 11/12/2010 D( 3 ) 82,769 01/02/2008( 3 ) 01/03/2013( 3 ) Common Stock 82,769 $ 0 0 D
Stock Option (Right to Buy) $ 3.29 11/12/2010 D( 4 ) 163,493 02/24/2010( 4 ) 02/24/2019( 4 ) Common Stock 163,493 $ 0 18,442 D
Stock Option (Right to Buy) $ 21.94 11/12/2010 D( 5 ) 47,003 02/28/2008( 5 ) 02/27/2018( 5 ) Common Stock 47,003 $ 0 94,007 D
Restricted Stock Units ( 6 ) ( 2 ) 11/15/2010 A 3,130.87 ( 6 ) ( 7 ) ( 7 ) Common Stock 3,130.87 $ 0 86,051.64 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WELLS WILLIAM C II
P. O. BOX 10247
BIRMINGHAM, AL35202-0247
SEVP, Chief Risk Officer
Signatures
Lachelle S. Koon - Attorney -in-Fact 11/16/2010
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Forfeiture of shares of performance-based restricted stock in accordance with the Interim Final Rule on TARP Standards for Compensation and Corporate Governance.
( 2 )Each restricted stock unit is the equivalent of one share of Regions Financial Corporation common stock.
( 3 )Forfeiture of restricted stock units by virtue of termination of employment prior to vesting.
( 4 )Cancellation of 42,204 employee stock options by virtue of termination of employment in accordance with the Interim Final Rule on TARP Standards for Compensation and Corporate Governance and cancellation of 121,289 employee stock options by virtue of termination of employment. Remaining vested options are exercisable until February 10, 2011.
( 5 )Cancellation of employee stock options by virtue of termination of employment. Remaining vested options are exercisable until February 10, 2011.
( 6 )The restricted stock units represent a pro rata portion of the salary stock component of the reporting person's 2010 compensation, net of any applicable witholdings and deductions. For more information, please see the Current Report on Form 8-K filed by Regions Financial Corporation on December 11, 2009.
( 7 )One-half of the restricted stock units will be settled in cash as of January 1, 2011 and one-half as of January 1, 2012.

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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