Sec Form 4 Filing - Case Scott @ TRUIST FINANCIAL CORP - 2020-02-13

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
Case Scott
2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP [ TFC]
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)
214 N. TRYON STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2020
(Street)
CHARLOTTE, NC28202
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 02/13/2020 M 1,822 A $ 54.82 9,906 D
Common Stock 02/13/2020 F 549 D $ 54.82 9,357 D
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
Restricted Stock Units ( 1 ) 02/13/2020 M 1,822 02/13/2020 02/13/2020 Common Stock 1,822 ( 2 ) 0 D
Restricted Stock Unit ( 3 ) 02/13/2021 02/13/2021 Common Stock 16,858 16,858 ( 4 ) D
Restricted Stock Units ( 1 ) 02/08/2021 02/08/2021 Common Stock 9,798 9,798 ( 5 ) D
Restricted Stock Units ( 1 ) 02/08/2022 02/08/2022 Common Stock 9,798 9,798 ( 6 ) D
Restricted Stock Units ( 1 ) 02/13/2021 02/13/2021 Common Stock 1,821 1,821 ( 7 ) D
Restricted Stock Units ( 1 ) 10/01/2022 10/01/2022 Common Stock 48,220 48,220 ( 8 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Case Scott
214 N. TRYON STREET
CHARLOTTE, NC28202
Sr. Executive Vice President
Signatures
Carla Brenwald, Attorney-in-fact 02/18/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 1,406.955 shares of SunTrust common stock.
( 3 )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 time-vested restricted stock unit immediately prior to the effective time of the Merger.
( 4 )These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 13,017.672 shares of SunTrust common stock.
( 5 )These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 7,566.175 shares of SunTrust common stock.
( 6 )These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 7,566.173 shares of SunTrust common stock.
( 7 )These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 1,405.894 shares of SunTrust common stock.
( 8 )These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 37,235.583 shares of SunTrust common stock.

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