SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WELLS WILLIAM C II

(Last) (First) (Middle)
P. O. BOX 10247

(Street)
BIRMINGHAM AL 35202-0247

(City) (State) (Zip)
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, Chief Risk Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/12/2010 D(1) 108,069 D $0 53,823 D
Common Stock 11,274.671 I By 401(k)
Phantom Stock Units (401k) 28,170.2315 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 (2) 11/12/2010 D(3) 82,769 01/02/2008(3) 01/03/2013(3) Common Stock 82,769 $0.0000 0.0000 D
Stock Option (Right to Buy) $3.29 11/12/2010 D(4) 163,493 02/24/2010(4) 02/24/2019(4) Common Stock 163,493 $0.0000 18,442 D
Stock Option (Right to Buy) $21.94 11/12/2010 D(5) 47,003 02/28/2008(5) 02/27/2018(5) Common Stock 47,003 $0.0000 94,007 D
Restricted Stock Units(6) (2) 11/15/2010 A 3,130.87(6) (7) (7) Common Stock 3,130.87 $0.0000 86,051.64 D
Explanation of Responses:
1. Forfeiture of shares of performance-based restricted stock in accordance with the Interim Final Rule on TARP Standards for Compensation and Corporate Governance.
2. Each restricted stock unit is the equivalent of one share of Regions Financial Corporation common stock.
3. Forfeiture of restricted stock units by virtue of termination of employment prior to vesting.
4. Cancellation of 42,204 employee stock options by virtue of termination of employment in accordance with the Interim Final Rule on TARP Standards for Compensation and Corporate Governance and cancellation of 121,289 employee stock options by virtue of termination of employment. Remaining vested options are exercisable until February 10, 2011.
5. Cancellation of employee stock options by virtue of termination of employment. Remaining vested options are exercisable until February 10, 2011.
6. The restricted stock units represent a pro rata portion of the salary stock component of the reporting person's 2010 compensation, net of any applicable witholdings and deductions. For more information, please see the Current Report on Form 8-K filed by Regions Financial Corporation on December 11, 2009.
7. One-half of the restricted stock units will be settled in cash as of January 1, 2011 and one-half as of January 1, 2012.
Lachelle S. Koon - Attorney -in-Fact 11/16/2010
** Signature of Reporting Person Date
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.
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