Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-028851
Date:2019-12-06
Issuer: TRUIST FINANCIAL CORP (TFC)
Original Submission Date:

Reporting Person:

THOMPSON JOSEPH M
214 N. TRYON STREET
CHARLOTTE, NC 28202

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-12-06 A 1,699 a $0.00 1,699 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PHANTOM STOCK UNITS 0.0 2019-12-06 deemed execution date A 1,490 (a) common stock 1,490 $0.00 1,490 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 60,274 (a) 2022-10-01 2022-10-01 common stock 60,274 $0.00 60,274 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 24,497 (a) 2022-02-08 2022-02-08 common stock 24,497 $0.00 24,497 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 8,166 (a) 2020-02-08 2020-02-08 common stock 8,166 $0.00 8,166 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 8,166 (a) 2021-02-08 2021-02-08 common stock 8,166 $0.00 8,166 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 8,165 (a) 2022-02-08 2022-02-08 common stock 8,165 $0.00 8,165 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 1,822 (a) 2020-02-13 2020-02-13 common stock 1,822 $0.00 1,822 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 1,821 (a) 2021-02-13 2021-02-13 common stock 1,821 $0.00 1,821 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 2,124 (a) 2020-02-14 2020-02-14 common stock 2,124 $0.00 2,124 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 2,734 (a) 2019-02-09 2019-02-09 common stock 2,734 $0.00 2,734 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 22,133 (a) 2020-02-14 2020-02-14 common stock 22,133 $0.00 22,133 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 16,858 (a) 2021-02-13 2021-02-13 common stock 16,858 $0.00 16,858 direct
Footnotes
IDfootnote
f1 acquired in connection with the agreement and plan of merger by and between suntrust banks, inc. ("suntrust") and bb&t corporation ("bb&t"), dated february 7, 2019 and amended as of june 14, 2019 (the "merger agreement") pursuant to which suntrust was merged with and into bb&t, effective december 6, 2019 (the "merger"). pursuant to the merger, each issued and outstanding share of suntrust common stock was converted into the right to receive 1.295 shares of bb&t common stock. the closing price of bb&t common stock on the new york stock exchange on the effective date of the merger was $54.24. following and in connection with the merger, bb&t changed its name to truist financial corporation ("truist").
f2 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 bb&t phantom stock unit in respect of 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 phantom stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding suntrust phantom stock units immediately prior to the effective time of the merger.
f3 these phantom stock units replaced suntrust phantom stock units in respect of an aggregate 1,150.8843 shares of suntrust common stock.
f4 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.
f5 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 46,543.455 shares of suntrust common stock.
f6 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 18,916.468 shares of suntrust common stock.
f7 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 6,305.833 shares of suntrust common stock.
f8 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 6,305.833 shares of suntrust common stock.
f9 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 6,304.802 shares of suntrust common stock.
f10 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.
f11 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.
f12 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 1,639.906 shares of suntrust common stock.
f13 represents performance-vested restricted stock units, each convertible into one share of common stock, under the suntrust banks, inc. 2009 stock plan. the performance-vesting conditions applicable to these restricted stock units have been previously satisfied but, in accordance with the terms of the award agreement governing these restricted stock units, the amount listed is subject to a one-year deferral beginning on february 9, 2019. 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.
f14 (continued from footnote 13) 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.
f15 these restricted stock units replaced suntrust performance-vested restricted stock units in respect of an aggregate 2,111.055 shares of suntrust common stock.
f16 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.
f17 these restricted stock units replaced suntrust performance-vested restricted stock units in respect of an aggregate 17,091.215 shares of suntrust common stock.
f18 these restricted stock units replaced suntrust performance-vested restricted stock units in respect of an aggregate 13,071.672 shares of suntrust common stock.
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