SEC FORM 4

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^*

Yates William Rufus

(Last)

(First)

(Middle)

PO BOX 1250

(Street)

WINSTON-SALEM

27102-1250

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BB&T CORP [ BBT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/23/2017		M		16,019	A	$34.29	30,415.862⁽¹⁾	D
Common Stock	01/23/2017		M		11,901	A	$44.15	42,316.862	D
Common Stock	01/23/2017		M		11,159	A	$27.73	53,475.862	D
Common Stock	01/23/2017		S		39,079	D	$45.354⁽²⁾	14,396.862	D
Common Stock								18,412.081⁽³⁾	I	By 401(k)
Common Stock								1,699.818	I	By ESOP
Common Stock								13,808	I	By Family Trust
Common Stock								8,192	I	By Father
Series F Nonconvertible Perpetual Preferred Stock								7,345	I	By Father

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$44.15	01/23/2017		M			11,901	02/20/2008⁽⁴⁾	02/20/2017	Common Stock	11,901	$0.0000	0.0000	D
Stock Option (right to buy)	$27.73	01/23/2017		M			11,159	02/22/2012⁽⁵⁾	02/22/2021	Common Stock	11,159	$0.0000	0.0000	D
Stock Option (right to buy)	$34.29	01/23/2017		M			16,019	02/26/2009⁽⁶⁾	02/26/2018	Common Stock	16,019	$0.0000	0.0000	D
Stock Option (right to buy)	$30.08							02/26/2014⁽⁷⁾	02/26/2023	Common Stock	14,562		14,562	D
Stock Option (right to buy)	$30.09							02/21/2013⁽⁸⁾	02/21/2022	Common Stock	13,953		13,953	D
Stock Option (right to buy)	$37.55							02/25/2015⁽⁹⁾	02/25/2024	Common Stock	6,802		6,802	D
Stock Option (right to buy)	$38.22							03/15/2016⁽¹⁰⁾	02/24/2025	Common Stock	6,178		6,178	D

Explanation of Responses:

1. Includes 0.019 shares acquired between June 2016 and December 2016, under the Issuer's Dividend Reinvestment Plan.

2. The price in Column 4 is a weighted average price. The prices actually received ranged from $45.3000 to $45.4000. 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.

3. Due to share price adjustments, between April 1, 2016 and December 31, 2016, the reporting person's common stock holdings, under the Issuer's 401(k) Plan were reduced by 16.957 shares. The information in this report is based on plan statements dated April 1, 2016 through December 31, 2016.

4. The option is exercisable in five equal annual installments beginning on 2/20/2008.

5. The option is exercisable in four equal annual installments beginning on 2/22/2012.

6. The option is exercisable in five equal annual installments beginning on 2/26/2009.

7. The option is exercisable in three equal annual installments beginning on 02/26/2014.

8. The option is exercisable in four equal annual installments beginning on 02/21/2013.

9. On February 25, 2014, the reporting person was granted an option to purchase 10,204 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending February 25, 2015, 2016, and 2017. The performance criteria for 2016 were met, resulting in vesting of the option as to 3,402 shares.

10. On February 24, 2015, the reporting person was granted an option to purchase 18,535 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year March 15, 2016, 2017, and 2018. The performance criteria for 2016 were met, resulting in vesting of the option as to 6,178 shares.

Remarks:

poa.txt

	Carla Brenwald, Attorney-in-fact	01/25/2017
	** 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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