0001225208-20-002546.txt : 20200218 0001225208-20-002546.hdr.sgml : 20200218 20200218152414 ACCESSION NUMBER: 0001225208-20-002546 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200213 FILED AS OF DATE: 20200218 DATE AS OF CHANGE: 20200218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROGERS WILLIAM H JR CENTRAL INDEX KEY: 0001182002 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 20624962 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 X0306 4 2020-02-13 0000092230 TRUIST FINANCIAL CORP TFC 0001182002 ROGERS WILLIAM H JR 214 N. TRYON STREET CHARLOTTE NC 28202 1 1 President and COO Common Stock 2020-02-13 4 M 0 10528.0000 54.8200 A 909967.3700 D Common Stock 2020-02-13 4 F 0 4459.0000 54.8200 D 905508.3700 D Common Stock 2020-02-14 4 M 0 96761.0000 54.9400 A 1002269.3700 D Common Stock 2020-02-14 4 M 0 10632.0000 54.9400 A 1012901.3700 D Common Stock 2020-02-14 4 F 0 4503.0000 54.9400 D 1008398.3700 D Common Stock 2020-02-14 4 F 0 43253.0000 54.9400 D 965145.3700 D Common Stock 10479.1169 I By 401(k) Restricted Stock Units 2020-02-13 4 M 0 10528.0000 D 2020-02-13 2020-02-13 Common Stock 10528.0000 0.0000 D Restricted Stock Unit 2020-02-14 4 M 0 96761.0000 D 2020-02-14 2020-02-14 Common Stock 96761.0000 14037.0000 D Restricted Stock Units 2020-02-14 4 M 0 10632.0000 D 2020-02-14 2020-02-14 Common Stock 10632.0000 0.0000 D Phantom Stock Units - Deferred Comp Common Stock 2549.0000 2549.0000 D Restricted Stock Unit 2021-02-13 2021-02-13 Common Stock 97396.0000 97396.0000 D Restricted Stock Units 2021-02-08 2021-02-08 Common Stock 44909.0000 44909.0000 D Restricted Stock Units 2022-02-08 2022-02-08 Common Stock 44907.0000 44907.0000 D Restricted Stock Units 2021-02-13 2021-02-13 Common Stock 10527.0000 10527.0000 D Stock Option (right to buy) 16.7400 2022-02-14 Common Stock 176379.0000 176379.0000 D Stock Option (right to buy) 21.1700 2023-02-26 Common Stock 142606.0000 142606.0000 D Stock Option (right to buy) 22.5500 2021-04-01 Common Stock 109348.0000 109348.0000 D 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 8,129.55 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 85,557.92 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 8,210.397 shares of SunTrust common stock. 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 1,968.1452 shares of SunTrust common stock. These restricted stock units replaced SunTrust performance-vested restricted stock units in respect of an aggregate 75,209.472 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 34,678.469 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 34,677.443 shares of SunTrust common stock. These time-vested restricted stock units replaced SunTrust time-vested restricted stock units in respect of an aggregate 8,128.49 shares of SunTrust common stock. 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 136,200 shares of SunTrust common stock at an exercise price of $21.67. This option replaced an option to purchase 36,708 shares of SunTrust common stock at an exercise price of $27.41; an option to purchase 36,707 shares of SunTrust common stock at an exercise price of $27.41, and an option to purchase 36,706 shares of SunTrust common stock at an exercise price of $27.41. This option replaced an option to purchase 84,439 shares of SunTrust common stock at an exercise price of $29.20. Carla Brenwald, Attorney-in-fact 2020-02-18