SEC Form 4 · accession 0001225208-15-009344
REGIONS FINANCIAL CORP · RF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cynthia M. Rogers
Officer — SEVP
Period of report
Apr 1, 2015
Accepted (ET)
Apr 2, 2015 · 6:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001281761
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 87,194 | D | ||
| Common StockF2 | holding | — | — | — | 2,250 | I | By 401(k) | |
| Common StockF1 | holding | — | — | — | 1,277 | I | By Living Trust | |
| Depositary Shares Representing Series A Preferred Stock | holding | — | — | — | 1,000 | I | By Spouse IRA | |
| Common Stock (phantom stock)F2 | holding | — | — | — | 4,007 | I | Indirect - By 401 (k) Supplemental Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock Units (2015)F4,F3,F5 | $0.00 | Apr 1, 2015 | A | 20,833 | A | — | — | Common Stock | 31,250 | 20,833 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Apr 1, 2015 | A | 20,833 | A | — | — | Common Stock | 20,833 | 91,291 | D |
Explanation of responses
- F12,001 shares held and previously reported in the form of indirect ownership by living trust were transferred to direct ownership, thereby decreasing indirect ownership by living trust and increasing direct ownership, each by 2,001 shares.
- F2Expressed as ownership units in the plan's unitized employer stock fund, which is managed such that each unit is intended to approximate the economic value of one share of common stock.
- F3Each performance stock unit is the economic equivalent of up to one and one-half shares of Regions Financial Corporation common stock with deemed reinvestment of dividends.
- F4The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 150% of the target amount depending on the level of company achievement of performance goals during the performance period from January 1, 2015, through December 31, 2017.
- F5The performance stock units will be settled in shares of common stock as of April 1, 2018, subject to a service requirement and subject to earlier vesting in whole or in part under certain conditions.
- F6Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock with deemed reinvestment of dividends.
- F7The restricted stock units will be settled in shares of common stock as of April 1, 2018, subject to a service and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions.