0000899243-19-028854.txt : 20191210 0000899243-19-028854.hdr.sgml : 20191210 20191210194716 ACCESSION NUMBER: 0000899243-19-028854 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191206 FILED AS OF DATE: 20191210 DATE AS OF CHANGE: 20191210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cummins Hugh S. III CENTRAL INDEX KEY: 0001701995 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 191278753 MAIL ADDRESS: STREET 1: 214 N. TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRUIST FINANCIAL CORP CENTRAL INDEX KEY: 0000092230 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560939887 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 214 NORTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 3367332000 MAIL ADDRESS: STREET 1: 214 NORTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: BB&T CORP DATE OF NAME CHANGE: 19970527 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN NATIONAL CORP /NC/ DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-06 0 0000092230 TRUIST FINANCIAL CORP TFC 0001701995 Cummins Hugh S. III 214 N. TRYON STREET CHARLOTTE NC 28202 0 1 0 0 Sr. Executive Vice President Common Stock 2019-12-06 4 A 0 88583 A 88583 D Common Stock 2019-12-06 4 A 0 3703 A 3703 I 401(k) Option 16.73 2019-12-06 4 A 0 59052 A 2022-02-14 Common Stock 59052 59052 D Option 21.17 2019-12-06 4 A 0 55924 A 2023-02-26 Common Stock 55924 55924 D Phantom Stock Units 2019-12-06 4 A 0 1501 A Common Stock 1501 1501 D Restricted Stock Units 2019-12-06 4 A 0 2761 A 2020-02-14 2020-02-14 Common Stock 2761 2761 D Restricted Stock Units 2019-12-06 4 A 0 65090 A 2020-02-09 2020-02-09 Common Stock 65090 65090 D Restricted Stock Units 2019-12-06 4 A 0 5568 A 2020-02-13 2020-02-13 Common Stock 5568 5568 D Restricted Stock Units 2019-12-06 4 A 0 5566 A 2021-02-13 2021-02-13 Common Stock 5566 5566 D Restricted Stock Units 2019-12-06 4 A 0 22456 A 2020-02-08 2020-02-08 Common Stock 22456 22456 D Restricted Stock Units 2019-12-06 4 A 0 22454 A 2021-02-08 2021-02-08 Common Stock 22454 22454 D Restricted Stock Units 2019-12-06 4 A 0 22453 A 2022-02-08 2022-02-08 Common Stock 22453 22453 D Restricted Stock Units 2019-12-06 4 A 0 80209 A 2022-10-01 2022-10-01 Common Stock 80209 80209 D Restricted Stock Units 2019-12-06 4 A 0 3554 A 2019-02-09 2019-02-09 Common Stock 3554 3554 D Restricted Stock Units 2019-12-06 4 A 0 28774 A 2020-02-14 2020-02-14 Common Stock 28774 28774 D Restricted Stock Units 2019-12-06 4 A 0 51508 A 2021-02-13 2021-02-13 Common Stock 51508 51508 D Acquired in connection with the Agreement and Plan of Merger by and between SunTrust Banks, Inc. ("SunTrust") and BB&T Corporation ("BB&T"), dated February 7, 2019 and amended as of June 14, 2019 (the "Merger Agreement") pursuant to which SunTrust was merged with and into BB&T, effective December 6, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of SunTrust common stock was converted into the right to receive 1.295 shares of BB&T common stock. The closing price of BB&T common stock on the New York Stock Exchange on the effective date of the Merger was $54.24. Following and in connection with the Merger, BB&T changed its name to Truist Financial Corporation ("Truist"). Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of Truist stock on the applicable measuring date. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase shares of SunTrust common stock automatically converted into an option to purchase shares of BB&T common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each option to purchase shares of Truist common stock is subject to the same terms and conditions (including vesting and exercisability terms) as the corresponding option to purchase shares of SunTrust common stock immediately prior to the effective time of the Merger. This option replaced an option to purchase 45,600 shares of SunTrust common stock at an exercise price of $21.67. This option replaced an option to purchase 43,185 shares of SunTrust common stock at an exercise price of $27.41. Represents phantom stock units under the SunTrust Banks, Inc. Deferred Compensation Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust phantom stock unit automatically converted into a BB&T phantom stock unit in respect of shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist phantom stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust phantom stock unit immediately prior to the effective time of the Merger. These phantom stock units replaced SunTrust phantom stock units in respect of an aggregate 1,158.7489 shares of SunTrust common stock. Represents time-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan or the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan. Pursuant to the Merger Agreement at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 2,131.878 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 50,262.307 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 4,299.445 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 4,298.384 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 17,340.267 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 17,339.235 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 17,338.204 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 61,937.086 shares of SunTrust common stock. Represents performance-vested restricted stock units, each convertible into one share of common stock. The performance-vesting conditions applicable to these restricted stock units have been previously satisfied but, in accordance with the terms of the award agreement governing these restricted stock units, the amount listed is subject to a one-year deferral beginning on February 9, 2019. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust performance-vested res These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 2,744.289 shares of SunTrust common stock. Represents performance-vested restricted stock units, each convertible into one share of common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. Each Truist restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust performance-vested restricted stock unit immediately prior to the effective time of the Merger. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 22,219.227 shares of SunTrust common stock. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 39,774.347 shares of SunTrust common stock. Carla Brenwald, Attorney-in-fact 2019-12-10