0000899243-19-028858.txt : 20191210 0000899243-19-028858.hdr.sgml : 20191210 20191210195223 ACCESSION NUMBER: 0000899243-19-028858 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: Koebler Ellen CENTRAL INDEX KEY: 0001675053 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 191278759 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 0001675053 Koebler Ellen 214 N. TRYON STREET CHARLOTTE NC 28202 0 1 0 0 Deputy Chief Risk Officer Common Stock 2019-12-06 4 A 0 5955 A 5955 D Restricted Stock Units 2019-12-06 4 A 0 5755 A 2020-11-14 2020-11-14 Common Stock 5755 5755 D Restricted Stock Units 2019-12-06 4 A 0 5753 A 2021-11-14 2021-11-14 Common Stock 5753 5753 D Restricted Stock Units 2019-12-06 4 A 0 1822 A 2020-02-13 2020-02-13 Common Stock 1822 1822 D Restricted Stock Units 2019-12-06 4 A 0 1821 A 2021-02-13 2021-02-13 Common Stock 1821 1821 D Restricted Stock Units 2019-12-06 4 A 0 2124 A 2020-02-14 2020-02-14 Common Stock 2124 2124 D Restricted Stock Units 2019-12-06 4 A 0 9800 A 2020-02-08 2020-02-08 Common Stock 9800 9800 D Restricted Stock Units 2019-12-06 4 A 0 9798 A 2021-02-08 2021-02-08 Common Stock 9798 9798 D Restricted Stock Units 2019-12-06 4 A 0 9798 A 2022-02-08 2022-02-08 Common Stock 9798 9798 D Restricted Stock Units 2019-12-06 4 A 0 48220 A 2022-10-01 2022-10-01 Common Stock 48220 48220 D Restricted Stock Units 2019-12-06 4 A 0 22133 A 2020-02-14 2020-02-14 Common Stock 22133 22133 D Restricted Stock Units 2019-12-06 4 A 0 16858 A 2021-02-13 2021-02-13 Common Stock 16858 16858 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"). 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 4,443.88 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 4,442.838 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 1,406.955 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 1,405.894 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 1,639.906 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 7,567.207 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 7,566.175 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 7,566.173 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 37,235.583 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 time-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 17,091.215 shares of SunTrust common stock. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 13,017.672 shares of SunTrust common stock. Carla Brenwald, Attorney-in-fact 2019-12-10