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*
EDMONDS DAVID B

(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, CAO
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2014
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 01/23/2014 M 156,904 A $3.29 421,941 D
Common Stock 01/23/2014 F 7,826 D $11.02 (1) 414,115 D
Common Stock 01/23/2014 S 61,049 D $10.7802 353,066 D
Common Stock 01/23/2014 F 69,642 D $10.7802 (2) 283,424 D
Common Stock 12/31/2013 J (3) V 1,497.045 A $0.0000 25,278.99 (4) I By 401(k)
Phantom Stock Units (401k) 12/31/2013 J (3) V 6,836.805 A $0.0000 55,466.6011 (4) 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
Stock Option (Right to Buy) $3.29 01/23/2014 M 156,904 02/24/2010 02/24/2019 Common Stock 156,904 $0.0000 0.0000 D
Explanation of Responses:
1. Price per share of shares tendered and netted, representing payment of exercise price of incentive stock options. Valued at previous day close.
2. Price per share of shares withheld and sold, representing payment of exercise price of nonqualified options and associated tax liability. Valued at execution price.
3. Acquired through regular contributions to tax-conditioned plan.
4. Expressed as ownership units in the plan's unitized employer stock fund, which is managed such that each unit is intended to approximate the economic value of one share of common stock.
Lachelle S. Koon - Attorney -in-Fact 01/27/2014
** 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).
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