0000899243-19-028879.txt : 20191210 0000899243-19-028879.hdr.sgml : 20191210 20191210201038 ACCESSION NUMBER: 0000899243-19-028879 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: SCRUGGS FRANK P JR CENTRAL INDEX KEY: 0001204084 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 191278790 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 0001204084 SCRUGGS FRANK P JR 214 N. TRYON STREET CHARLOTTE NC 28202 1 0 0 0 Common Stock 2019-12-06 4 A 0 9713 A 9713 D Phantom Stock Units 2019-12-06 4 A 0 16823 A Common Stock 16823 16823 D Phantom Stock Units 2019-12-06 4 A 0 2505 A Common Stock 2505 2505 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 phantom stock units issued 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 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 12,990.949 shares of SunTrust common stock. Represents phantom stock units issued under the SunTrust Banks, Inc. Directors' 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 1,934.107 shares of SunTrust common stock. Carla Brenwald, Attorney-in-fact 2019-12-10