SEC Form 4 · accession 0001225208-17-007518
REGIONS FINANCIAL CORP · RF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John B Owen
Officer — SEVP
Period of report
Apr 1, 2017
Accepted (ET)
Apr 4, 2017 · 6:14 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, 2017 | M | 36,731 | $0.00 | A | 250,974 | D | |
| Common StockF2 | Apr 1, 2017 | M | 32,140 | $0.00 | A | 283,114 | D | |
| Common Stock | Apr 1, 2017 | F | 32,336 | $14.53 | D | 250,778 | D |
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 - 2014F2 | — | Apr 1, 2017 | M | 36,731 | D | — | — | Common Stock | 32,140 | 0 | D |
| Restricted Stock UnitsF1 | $0.00 | Apr 1, 2017 | M | 36,731 | D | — | — | Common Stock | 36,731 | 90,989 | D |
| Performance Stock Units (2017)F4,F3,F5 | — | Apr 3, 2017 | A | 27,119 | A | — | — | Common Stock | 40,679 | 27,119 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Apr 3, 2017 | A | 27,119 | A | — | — | Common Stock | 27,119 | 118,108 | 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.
- 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, 2017, through December 31, 2019.
- F5The 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.
- 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 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.