SEC Form 4 · accession 0001225208-18-007242
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, 2018
Accepted (ET)
Apr 3, 2018 · 5:46 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, 2018 | M | 41,667 | $0.00 | A | 222,445 | D | |
| Common StockF2 | Apr 1, 2018 | M | 41,667 | $0.00 | A | 264,112 | D | |
| Common Stock | Apr 2, 2018 | F | 36,960 | $18.58 | D | 227,152 | 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 - 2015F2 | — | Apr 1, 2018 | M | 41,667 | D | — | — | Common Stock | 41,667 | 0 | D |
| Restricted Stock UnitsF1 | $0.00 | Apr 1, 2018 | M | 41,667 | D | — | — | Common Stock | 41,667 | 76,441 | D |
| Performance Stock Units (2018)F4,F3,F5 | — | Apr 2, 2018 | A | 24,192 | A | — | — | Common Stock | 36,288 | 24,192 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Apr 2, 2018 | A | 24,192 | A | — | — | Common Stock | 24,192 | 100,633 | 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, 2018.
- F2The performance stock units vested and were settled in shares of common stock on April 1, 2018, at the conversion rate of 1 share of common stock for each unit, based on the level of company achievement of performance goals during the performance period from January 1, 2015, through December 31, 2017.
- 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, 2018, through December 31, 2020.
- F5The performance stock units will be settled in shares of common stock as of April 2, 2021, 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 2, 2021, subject to a service requirement and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions.