| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP [ TFC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/22/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/22/2021 | A | 13,435(1) | A | $0.0000 | 147,465 | D | |||
| Common Stock | 02/22/2021 | A | 4,296(2) | A | $0.0000 | 151,761 | D | |||
| Common Stock | 02/22/2021 | A | 4,255(3) | A | $0.0000 | 156,016 | D | |||
| Common Stock | 02/22/2021 | A | 3,583(4) | A | $0.0000 | 159,599 | D | |||
| Common Stock | 14,310.276 | I | By 401(k) | |||||||
| Common Stock | 7,715 | I | By IRA | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $38.22 | 03/15/2016(5) | 02/24/2025 | Common Stock | 37,565 | 37,565 | D | ||||||||
| Explanation of Responses: |
| 1. On February 20, 2018, the reporting person was granted 10,748 performance-vested restricted stock units at the Target Level of Achievement, which vest and become earned based on the pre-established three-year (January 1, 2018 through December 31, 2020) performance period's ROCE and TSR performance measures. Transaction represents the satisfaction of performance measures at greater than the Target Level of Achievement, resulting in 13,435 shares being earned. |
| 2. On February 24, 2020, the reporting person was granted 17,184 restricted stock units, which shall vest and become earned ratably over four years based on certain performance criteria for each vesting year ending March 15, 2021, 2022, 2023 and 2024. The performance criteria for 2021 were met, resulting in 4,296 restricted stock units being earned. |
| 3. On February 26, 2019, the reporting person was granted 12,765 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2020, 2021, and 2022. The performance criteria for 2021 were met, resulting in 4,255 restricted stock units being earned. |
| 4. On February 20, 2018, the reporting person was granted 10,748 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2019, 2020, and 2021. The performance criteria for 2021 were met, resulting in 3,583 restricted stock units 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 ending March 15, 2016, 2017, and 2018. The performance criteria for 2018 were met, resulting in 12,522 options being earned. |
| Carla Brenwald, Attorney-in-fact | 02/24/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||