Sec Form 4 Filing - Couch Brett D @ REGIONS FINANCIAL CORP - 2017-04-01

Insider filing report for Changes in Beneficial Ownership
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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
Couch Brett D
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
(Last) (First) (Middle)
P. O. BOX 10247
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2017
(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 04/01/2017 M 18,365 A $ 0 ( 1 ) 259,023.6731 D
Common Stock 04/01/2017 M 16,069 A $ 0 ( 2 ) 275,092.6731 D
Common Stock 04/01/2017 F 14,446 D $ 14.53 260,646.6731 D
Common Stock 15,889.818 ( 3 ) I By 401(k)
Common Stock (phantom stock) 6,299 I By Deferred Compensation Plan
Common Stock 3,000 I By IRA
Common Stock 4,000 I By Spouse IRA
Common Stock (phantom stock) 22,636.72 ( 3 ) 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 Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units - 2014 ( 2 ) 04/01/2017 M 18,365 ( 2 ) ( 2 ) Common Stock 16,069.375 $ 0 0 D
Restricted Stock Units $ 0 ( 1 ) 04/01/2017 M 18,365 ( 1 ) ( 1 ) Common Stock 18,365 $ 0 45,494 D
Performance Stock Units (2017) ( 4 ) 04/03/2017 A 13,559 ( 5 ) ( 6 ) ( 6 ) Common Stock 20,338.5 ( 5 ) $ 0 13,559 ( 5 ) D
Restricted Stock Units $ 0 ( 7 ) 04/03/2017 A 13,559 ( 8 ) ( 8 ) Common Stock 13,559 $ 0 59,053 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Couch Brett D
P. O. BOX 10247
BIRMINGHAM, AL35202-0247
SEVP
Signatures
Lachelle S. Koon - Attorney -in-Fact 04/04/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The restricted stock units vested and were settled in shares of common stock on a 1-for-1 basis on April 1, 2017.
( 2 )The performance stock units vested and were settled in shares of common stock on April 1, 2017, at the conversion rate of 0.875 shares of common stock for each unit, based on the level of company achievement of performance goals during the performance period from January 1, 2014, through December 31, 2016.
( 3 )Expressed as ownership units in the plan's unitized employer stock fund, which is managed such that each unit is intended to approximate the economic value of one share of common stock.
( 4 )Each performance stock unit is the economic equivalent of up to one and one-half shares of Regions Financial Corporation common stock with deemed reinvestment of dividends.
( 5 )The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 150% of the target amount depending on the level of company achievement of performance goals during the performance period from January 1, 2017, through December 31, 2019.
( 6 )The performance stock units will be settled in shares of common stock as of April 3, 2020, subject to a service requirement and subject to earlier vesting in whole or in part under certain conditions.
( 7 )Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock with deemed reinvestment of dividends.
( 8 )The restricted stock units will be settled in shares of common stock as of April 3, 2020, subject to a service requirement and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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