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*
RITTER C DOWD

(Last) (First) (Middle)
1900 5TH AVENUE NORTH

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMSOUTH BANCORPORATION [ ASO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2006
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 10/25/2006 G V 19,300(1) D (2) 305,987 D
Common Stock 11/04/2006 D 305,987 D (2) 0.0000 D
Common Stock 11/04/2006 D 105,295.7913 D (2) 0.0000 I By 401(k)
Common Stock 11/04/2006 D 300,000 D (2) 0.0000 I By GRAT
Common Stock 11/04/2006 D 19,333 D (2) 0.0000 I By Spouse(3)
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
Employee Stock Option (Right to Buy) $24.6875 11/04/2006 D 400,000 10/05/2000 10/04/2009 Common Stock 400,000 (4) 0 D
Employee Stock Option (Right to Buy) $16.0625 11/04/2006 D 189,675 02/12/2001 02/11/2010 Common Stock 189,675 (4) 0 D
Employee Stock Option (Right to Buy) $17.02 11/04/2006 D 619,125 01/31/2002 01/30/2011 Common Stock 619,125 (4) 0 D
Employee Stock Option (Right to Buy) $20.26 11/04/2006 D 641,710 01/30/2003 01/29/2012 Common Stock 641,710 (4) 0 D
Employee Stock Option (Right to Buy) $20.49 11/04/2006 D 597,121 02/10/2004 02/09/2013 Common Stock 597,121 (4) 0 D
Employee Stock Option (Right to Buy) $24.36 11/04/2006 D 582,400 02/05/2005 02/05/2014 Common Stock 582,400 (4) 0 D
Employee Stock Option (Right to Buy) $25.53 11/04/2006 D 530,800 02/08/2006 02/07/2015 Common Stock 530,800 (4) 0 D
Employee Stock Option (Right to Buy) $27.48 11/04/2006 D 371,300 04/02/2007 04/02/2016 Common Stock 371,300 (4) 0 D
Explanation of Responses:
1. Reporting person gifted 8,500 shares on April 26, 2006, 800 shares on October 12, 2006 and 10,000 on October 26, 2006.
2. Shares disposed of pursuant to merger between AmSouth Bancorporation and Region Financial Corporation pursuant to which each share of AmSouth common stock was exchanged for 0.7974 shares of Regions common stock having a market value of $29.82 per share on the effective date of the merger.
3. Reporting person disclaims beneficial ownership of these shares.
4. In the merger of AmSouth and Regions, each outstanding option to purchase AmSouth common stock was converted to an option to purchase Regions stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of AmSouth options by 0.7974, the grant price was adjusted by dividing the AmSouth grant price by 0.7974, and the options became immediately exercisable at the effective time of the merger and will remain exercisable until the expiration date of the option.
Remarks:
By: Michelle Bridges - Attorney in Fact 11/06/2006
** 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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