Sec Form 4 Filing - ROGERS WILLIAM H JR @ TRUIST FINANCIAL CORP - 2020-07-17

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 ROGERS WILLIAM H JR 2. Issuer Name and Ticker or Trading Symbol TRUIST FINANCIAL CORP [ TFC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) 214 N. TRYON STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/17/2020 (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 07/17/2020 M 109,348 A $ 22.55 782,385.683 D Common Stock 07/17/2020 S 86,287 D $ 36.7 ( 1 ) 696,098.683 D Common Stock 07/17/2020 G V 15,540 D $ 0 680,558.683 D Common Stock 07/20/2020 G V 7,432 D $ 0 673,126.683 D Common Stock 10,510.1201 ( 2 ) I By 401(k) Common Stock 300,000 I By grantor retained annuity trust

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) $ 22.55 07/17/2020 M 109,348 ( 3 ) 04/01/2021 Common Stock 109,348 $ 0 0 D Phantom Stock Unit ( 4 ) ( 4 ) ( 4 ) Common Stock 2,602.6585 2,602.6585 ( 5 ) D Restricted Stock Unit ( 6 ) 02/13/2021 02/13/2021 Common Stock 99,456.107 99,456.107 ( 5 ) D Restricted Stock Unit ( 6 ) 02/14/2020 02/14/2020 Common Stock 14,333.909 14,333.909 ( 5 ) D Restricted Stock Units ( 7 ) 02/08/2021 02/08/2021 Common Stock 45,858.909 45,858.909 ( 5 ) D Restricted Stock Units ( 7 ) 02/08/2022 02/08/2022 Common Stock 45,856.867 45,856.867 ( 5 ) D Restricted Stock Units ( 7 ) 02/13/2021 02/13/2021 Common Stock 10,749.666 10,749.666 ( 5 ) D Stock Option (right to buy) $ 16.74 ( 3 ) 02/14/2022 Common Stock 176,379 176,379 D Stock Option (right to buy) $ 21.17 ( 3 ) 02/26/2023 Common Stock 142,606 142,606 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROGERS WILLIAM H JR 214 N. TRYON STREET CHARLOTTE, NC28202 X President and COO Signatures Carla Brenwald, Attorney-in-fact 07/21/2020 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 $36.6200 to $36.8900. 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 )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. ( 3 )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. ( 4 )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. ( 5 )Includes shares acquired as a result of dividend reinvestment since the last reported transaction. ( 6 )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 performance-vested 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. ( 7 )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.

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.