Sec Form 4 Filing - Starnes Clarke R III @ BB&T CORP - 2017-01-23

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Starnes Clarke R III
2. Issuer Name and Ticker or Trading Symbol
BB&T CORP [ BBT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. Executive Vice President
(Last) (First) (Middle)
PO BOX 1250
3. Date of Earliest Transaction (MM/DD/YY)
01/23/2017
(Street)
WINSTON-SALEM, NC27102-1250
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 01/23/2017 M 56,158 A $ 30.09 143,578 D
Common Stock 01/23/2017 M 36,635 A $ 44.15 180,213 D
Common Stock 01/23/2017 S 92,793 D $ 45.409 ( 1 ) 87,420 D
Common Stock 12,516.746 ( 2 ) I By 401(k)
Common Stock 7,459.07 ( 3 ) I By IRA
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
Stock Option (right to buy) $ 44.15 01/23/2017 M 36,635 02/20/2008( 4 ) 02/20/2017 Common Stock 36,635 $ 0 0 D
Stock Option (right to buy) $ 30.09 01/23/2017 M 56,158 02/21/2013( 5 ) 02/21/2022 Common Stock 56,158 $ 0 0 D
Stock Option (right to buy) $ 27.73 02/22/2012( 6 ) 02/22/2021 Common Stock 21,447 21,447 D
Stock Option (right to buy) $ 30.08 02/26/2014( 7 ) 02/26/2023 Common Stock 32,147 32,147 D
Stock Option (right to buy) $ 37.55 02/25/2015( 8 ) 02/25/2024 Common Stock 15,085 15,085 D
Stock Option (right to buy) $ 38.22 03/15/2016( 9 ) 02/24/2025 Common Stock 12,521 12,521 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Starnes Clarke R III
PO BOX 1250
WINSTON-SALEM, NC27102-1250
Sr. Executive Vice President
Signatures
Carla Brenwald, Attorney-in-fact 01/25/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price in Column 4 is a weighted average price. The prices actually received ranged from $45.3100 to $45.5375. 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.
( 2 )Includes 367.628 shares acquired between January 1, 2016 and December 31, 2016, under the Issuer's 401(k) plan. The information in this report is based on plan statements dated January 1, 2016 through December 31, 2016.
( 3 )Includes 162.551 shares acquired between June 2016 and December 2016, under the Dividend Reinvestment Plan.
( 4 )The option is exercisable in five equal annual installments beginning on 2/20/2008.
( 5 )The option is exercisable in four equal annual installments beginning on 02/21/2013.
( 6 )The option is exercisable in four equal annual installments beginning on 2/22/2012.
( 7 )The option is exercisable in three equal annual installments beginning on 02/26/2014.
( 8 )On February 25, 2014, the reporting person was granted an option to purchase 22,629 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending February 25, 2015, 2016, and 2017. The performance criteria for 2016 were met, resulting in vesting of the option as to 7,543 shares.
( 9 )On February 24, 2015, the reporting person was granted an option to purchase 37,565 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year March 15, 2016, 2017, and 2018. The performance criteria for 2016 were met, resulting in vesting of the option as to 12,521 shares.

Remarks:
poa.txt

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.