SEC Form 4 · accession 0001225208-17-007511

REGIONS FINANCIAL CORP · RF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Barbara Godin

Officer — SEVP

Period of report

Apr 1, 2017

Accepted (ET)

Apr 4, 2017 · 6:13 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 Stock^F1	Apr 1, 2017	M	18,365	$0.00	A	21,451	D
Common Stock^F2	Apr 1, 2017	M	16,069	$0.00	A	37,520	D
Common Stock	Apr 1, 2017	F	16,168	$14.53	D	21,352	D
Common Stock^F3	holding	—	—		—	16,875	I	By 401(k)
Common Stock (phantom stock)^F3	holding	—	—		—	20,728	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 - 2014^F2	—	Apr 1, 2017	M	18,365	D	—	—	Common Stock	16,069	0	D
Restricted Stock Units^F1	$0.00	Apr 1, 2017	M	18,365	D	—	—	Common Stock	18,365	45,494	D
Performance Stock Units (2017)^F5,F4,F6	—	Apr 3, 2017	A	13,559	A	—	—	Common Stock	20,339	13,559	D
Restricted Stock Units^F7,F8	$0.00	Apr 3, 2017	A	13,559	A	—	—	Common Stock	13,559	59,053	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, 2017.
F2The performance stock units vested and were settled in shares of common stock on April 1, 2017, at the conversion rate of 0.875 shares of common stock for each unit, based on the level of company achievement of performance goals during the performance period from January 1, 2014, through December 31, 2016.
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, 2017, through December 31, 2019.
F6The performance stock units will be settled in shares of common stock as of April 3, 2020, 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 3, 2020, subject to a service requirement and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions.