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*
Starnes Clarke R III
(Last) (First) (Middle)
PO BOX 1250
(Street)
WINSTON-SALEM NC 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)
02/21/2017
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)
Code V Amount (A) or (D) Price
Common Stock 02/21/2017 A 7,743(1) A $0.0000 96,152 D
Common Stock 02/21/2017 A 6,422(2) A $0.0000 102,574 D
Common Stock 02/21/2017 A 6,283(3) A $0.0000 108,857 D
Common Stock 12,516.746 I By 401(k)
Common Stock 7,459.07 I By IRA
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $37.55 02/21/2017 A 7,544 02/25/2015(4) 02/25/2024 Common Stock 7,544 $0.0000 22,629 D
Stock Option (right to buy) $38.22 02/21/2017 A 12,522 03/15/2016(5) 02/24/2025 Common Stock 12,522 $0.0000 25,043 D
Stock Option (right to buy) $32.1 02/21/2017 A 16,058 03/15/2017(6) 02/23/2026 Common Stock 16,058 $0.0000 16,058 D
Stock Option (right to buy) $27.73 02/22/2012(7) 02/22/2021 Common Stock 21,447 21,447 D
Stock Option (right to buy) $30.08 02/26/2014(8) 02/26/2023 Common Stock 32,147 32,147 D
Explanation of Responses:
1. On February 23, 2016, the reporting person was granted 23,232 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year March 15, 2017, 2018, and 2019. The performance criteria for 2017 were met, resulting in 7,743 restricted stock units being earned.
2. On February 24, 2015, the reporting person was granted 19,264 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year March 15, 2016, 2017, and 2018. The performance criteria for 2017 were met, resulting in 6,422 restricted stock units being earned.
3. On February 25, 2014, the reporting person was granted 18,850 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year February 25, 2015, 2016, and 2017. The performance criteria for 2017 were met, resulting in 6,283 restricted stock units being earned.
4. On February 25, 2014, the reporting person was granted an option to purchase 22,629 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 2017 were met, resulting in 7,544 options being earned.
5. On February 24, 2015, the reporting person was granted an option to purchase 37,565 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 2017 were met, resulting in 12,522 options being earned.
6. On February 23, 2016, the reporting person was granted an option to purchase 48,175 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year March 15, 2017, 2018, and 2019. The performance criteria for 2017 were met, resulting in 16,058 options being earned.
7. The option is exercisable in four equal annual installments beginning on 2/22/2012.
8. The option is exercisable in three equal annual installments beginning on 02/26/2014.
Carla Brenwald, Attorney-in-fact 02/23/2017
** 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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