0001225208-20-009885.txt : 20200721 0001225208-20-009885.hdr.sgml : 20200721 20200721160334 ACCESSION NUMBER: 0001225208-20-009885 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200717 FILED AS OF DATE: 20200721 DATE AS OF CHANGE: 20200721 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: 201038950 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 2020-07-17 0000092230 TRUIST FINANCIAL CORP TFC 0001182002 ROGERS WILLIAM H JR 214 N. TRYON STREET CHARLOTTE NC 28202 1 1 President and COO Common Stock 2020-07-17 4 M 0 109348.0000 22.5500 A 782385.6830 D Common Stock 2020-07-17 4 S 0 86287.0000 36.7000 D 696098.6830 D Common Stock 2020-07-17 5 G 0 15540.0000 0.0000 D 680558.6830 D Common Stock 2020-07-20 5 G 0 7432.0000 0.0000 D 673126.6830 D Common Stock 10510.1201 I By 401(k) Common Stock 300000.0000 I By grantor retained annuity trust Stock Option (right to buy) 22.5500 2020-07-17 4 M 0 109348.0000 0.0000 D 2021-04-01 Common Stock 109348.0000 0.0000 D Phantom Stock Unit Common Stock 2602.6585 2602.6585 D Restricted Stock Unit 2021-02-13 2021-02-13 Common Stock 99456.1070 99456.1070 D Restricted Stock Unit 2020-02-14 2020-02-14 Common Stock 14333.9090 14333.9090 D Restricted Stock Units 2021-02-08 2021-02-08 Common Stock 45858.9090 45858.9090 D Restricted Stock Units 2022-02-08 2022-02-08 Common Stock 45856.8670 45856.8670 D Restricted Stock Units 2021-02-13 2021-02-13 Common Stock 10749.6660 10749.6660 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 The price in Column 4 is a weighted average price. The prices actually received ranged from $36.6200 to $36.8900. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. 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 measurement 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 Truist common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. 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. 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 Truist phantom stock unit in respect of shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. 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. Includes shares acquired as a result of dividend reinvestment since the last reported transaction. 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 Truist restricted stock unit convertible into shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. Each Truist performance-vested 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. 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 Truist time-vested restricted stock unit convertible into shares of Truist common stock, with the number of underlying shares of Truist common stock determined as set forth in the Merger Agreement. 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. Carla Brenwald, Attorney-in-fact 2020-07-21