SEC Form 4 · accession 0001225208-16-043463
TRUIST FINANCIAL CORP · TFC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ricky Brown
Officer — Sr. Executive Vice President
Period of report
Dec 15, 2016
Accepted (ET)
Dec 19, 2016 · 1:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000092230
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 15, 2016 | A | 30,529 | $0.00 | A | 171,838 | D | |
| Common StockF3 | Dec 15, 2016 | A | 16,881 | $0.00 | A | 188,719 | D | |
| Common StockF4 | Dec 15, 2016 | A | 8,264 | $0.00 | A | 196,983 | D | |
| Common StockF5 | Dec 15, 2016 | A | 5,950 | $0.00 | A | 202,933 | D | |
| Common StockF6 | holding | — | — | — | 50,637 | I | By 401(k) | |
| Common Stock | holding | — | — | — | 287 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F7 | $37.55 | Dec 15, 2016 | A | 9,922 | A | Feb 25, 2015 | Feb 25, 2024 | Common Stock | 9,922 | 29,763 | D |
| Stock Option (right to buy)F8 | $38.22 | Dec 15, 2016 | A | 32,917 | A | Mar 15, 2016 | Feb 24, 2025 | Common Stock | 32,917 | 49,375 | D |
| Stock Option (right to buy)F9 | $32.10 | Dec 15, 2016 | A | 63,307 | A | Mar 15, 2017 | Feb 23, 2026 | Common Stock | 63,307 | 63,307 | D |
| Stock Option (right to buy)F10 | $27.73 | holding | — | — | — | Feb 22, 2012 | Feb 22, 2021 | Common Stock | 57,010 | 57,010 | D |
| Stock Option (right to buy)F11 | $27.75 | holding | — | — | — | Feb 23, 2011 | Feb 23, 2020 | Common Stock | 71,062 | 71,062 | D |
| Stock Option (right to buy)F12 | $30.08 | holding | — | — | — | Feb 26, 2014 | Feb 26, 2023 | Common Stock | 42,233 | 42,233 | D |
| Stock Option (right to buy)F13 | $30.09 | holding | — | — | — | Feb 21, 2013 | Feb 21, 2022 | Common Stock | 73,776 | 73,776 | D |
| Stock Option (right to buy)F14 | $44.15 | holding | — | — | — | Feb 20, 2008 | Feb 20, 2017 | Common Stock | 52,362 | 52,362 | D |
Explanation of responses
- F1On February 23, 2016, the reporting person was granted 30,529 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year March 15, 2017, 2018, and 2019. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the shares became fully vested. Vested shares will be delivered to the reporting person on March 15, 2017 and June 16, 2017.
- F10The option is exercisable in four equal annual installments beginning 2/22/2012. Due to the retirement of the reporting person on December 15, 2016, the option became fully exercisable.
- F11The option is exercisable in four equal annual installments beginning on 02/23/2011. Due to the retirement of the reporting person on December 15, 2016, the option became fully exercisable.
- F12The option is exercisable in three equal annual installments beginning on 02/26/2014. Due to the retirement of the reporting person on December 15, 2016, the option became fully exercisable.
- F13The option is exercisable in four equal annual installments beginning on 02/21/2013. Due to the retirement of the reporting person on December 15, 2016, the option became fully exercisable.
- F14The option is exercisable in five equal annual installments beginning on 2/20/2008. Due to the retirement of the reporting person on December 15, 2016, the option became fully exercisable.
- F2Includes 0.002 shares acquired in September 2016 and December 2016, under the Issuer's Dividend Reinvestment Plan.
- F3On February 24, 2015, the reporting person was granted 25,320 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year March 15, 2016, 2017, and 2018. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the shares became fully vested. Vested shares will be issued to the reporting person on March 15, 2017 and June 16, 2017.
- F4On February 25, 2014, the reporting person was granted 24,793 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year February 25, 2015, 2016, and 2017. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the shares became fully vested. Vested shares will be issued to the reporting person on February 25, 2017.
- F5On December 31, 2015, the reporting person was granted 5,950 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year March 15, 2017, 2018, and 2019. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the shares became fully vested. Vested shares will be issued to the reporting person on February 15, 2017 and June 16, 2017.
- F6Includes 383.740 shares acquired between July 1, 2016 and September 30, 2016, under the Issuer's 401(k) plan. The information in this report is based on a plan statement dated July 1, 2016 through September 30, 2016.
- F7On February 25, 2014, the reporting person was granted an option to purchase 29,763 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending February 25, 2015, 2016, and 2017. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the option became fully exercisable.
- F8On February 24, 2015, the reporting person was granted an option to purchase 49,375 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year March 15, 2016, 2017, and 2018. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the option became fully exercisable.
- F9On February 23, 2016, the reporting person was granted an option to purchase 63,307 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year March 15, 2017, 2018, and 2019. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the option became fully exercisable.