FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REGIONS FINANCIAL CORP [ RF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 12/31/2020 | J(1) | 4,620.8337 | A | $0.0000(1) | 87,874.2114 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Phantom Stock | (2) | 12/31/2020 | J(3) | 3,949.5688 | (2) | (2) | Common Stock | 3,949.5688 | (3) | 78,333.4075 | D | |||
Restricted Stock Units | $0.0000(4) | 12/31/2020 | J(5) | 767.2179 | (4) | (4) | Common Stock | 767.2179 | $0.0000(5) | 20,018.9055 | D |
Explanation of Responses: |
1. Shares acquired quarterly in 2020 pursuant to the issuer's dividend reinvestment plan. |
2. The phantom stock was accrued under the Regions Financial Corporation Directors' Deferred Investment Plan. Each share of phantom stock is the economic equivalent of one share of Regions Financial Corporation common stock. The shares of phantom stock become payable in cash at the end of the deferral period elected by the reporting person in accordance with the Plan. |
3. Shares of phantom stock acquired quarterly in 2020 pursuant to a dividend reinvestment feature of the Regions Financial Corporation Directors' Deferred Investment Plan. |
4. Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock. |
5. Restricted stock units acquired quarterly in 2020 pursuant to a dividend reinvestment feature of the Regions Financial Corporation Directors' Deferred Restricted Stock Unit Plan. |
Remarks: |
Prior to January 1, 2021, the reporting person's phantom stock accrued under the Regions Financial Corporation Directors' Deferred Investment Plan was payable only in shares of common stock and, therefore, was reported in Table I. As of January 1, 2021, the Plan was amended to provide that all phantom stock accrued under the Plan, including amounts accrued prior to January 1, 2021, will now be payable in cash, not common stock, at the end of the deferral period elected by the reporting person in accordance with the Plan. Therefore, all of the reporting person's phantom stock accrued under the Plan, including phantom stock accrued prior to January 1, 2021, will be reported in Table II going forward. |
Lachelle S. Koon - Attorney -in-Fact | 02/12/2021 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |