SEC Form 4 · accession 0001225208-16-031097
REGIONS FINANCIAL CORP · RF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fournier J. Gale III
Officer — SEVP & GC
Period of report
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 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 | Apr 1, 2016 | M | 30,451 | $0.00 | A | 114,288 | D | |
| Common StockF2 | Apr 1, 2016 | M | 22,838 | $0.00 | A | 137,126 | D | |
| Common Stock | Apr 1, 2016 | F | 19,385 | $7.89 | D | 117,741 | D | |
| Depositary Shares Representing Series A Preferred Stock | holding | — | — | — | 8,000 | D | ||
| Common StockF3 | holding | — | — | — | 4,067 | I | By 401(k) | |
| Common Stock | holding | — | — | — | 7,400 | I | By IRA | |
| Common Stock (phantom stock)F3 | holding | — | — | — | 9,051 | 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 - 2013F2 | — | Apr 1, 2016 | M | 30,451 | D | — | — | Common Stock | 22,838 | 0 | D |
| Performance Stock Units (2016)F5,F4,F6 | — | Apr 1, 2016 | A | 36,991 | A | — | — | Common Stock | 55,487 | 36,991 | D |
| Restricted Stock UnitsF7,F8 | $0.00 | Apr 1, 2016 | A | 36,991 | A | — | — | Common Stock | 36,991 | 126,240 | D |
| Restricted Stock UnitsF1 | $0.00 | Apr 1, 2016 | M | 30,451 | D | — | — | Common Stock | 30,451 | 95,789 | D |
Explanation of responses
- F1The restricted stock units vested and were settled in shares of common stock on a 1-for-1 basis on April 1, 2016.
- F2The performance stock units vested and were settled in shares of common stock on April 1, 2016, at the conversion rate of 0.75 shares of common stock for each unit, based on the level of company achievement of performance goals during the performance period from January 1, 2013, through December 31, 2015. For more information, please see the Current Report on Form 8-K filed by Regions Financial Corporation on May 25, 2012.
- F3Expressed 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.
- F4Each 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.
- F5The 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, 2016, through December 31, 2018.
- F6The performance stock units will be settled in shares of common stock as of April 1, 2019, subject to a service requirement and subject to earlier vesting in whole or in part under certain conditions.
- F7Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock with deemed reinvestment of dividends.
- F8The restricted stock units will be settled in shares of common stock as of April 1, 2019, subject to a service and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions.