Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-028865
Date:2019-12-06
Issuer: TRUIST FINANCIAL CORP (TFC)
Original Submission Date:

Reporting Person:

GARCIA PAUL R
214 N. TRYON STREET
CHARLOTTE, NC 28202

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-12-06 A 20,459 a $0.00 21,108 direct
COMMON STOCK 2019-12-06 0 $0.00 1,959 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
PHANTOM STOCK UNIT 0.0 2019-12-06 deemed execution date A 3,060 (a) common stock 3,060 $0.00 3,060 direct
Footnotes
IDfootnote
f1 acquired in connection with the agreement and plan of merger by and between suntrust banks, inc. ("suntrust") and bb&t corporation ("bb&t"), dated february 7, 2019 and amended as of june 14, 2019 (the "merger agreement") pursuant to which suntrust was merged with and into bb&t, effective december 6, 2019 (the "merger"). pursuant to the merger, each issued and outstanding share of suntrust common stock was converted into the right to receive 1.295 shares of bb&t common stock. the closing price of bb&t common stock on the new york stock exchange on the effective date of the merger was $54.24. following and in connection with the merger, bb&t changed its name to truist financial corporation ("truist").
f2 pursuant to the merger agreement, at the effective time of the merger, each outstanding suntrust restricted stock award included in the shares of common stock held by the reporting person was automatically converted into a bb&t restricted stock award with respect to shares of bb&t common stock. following and in connection with the merger, bb&t changed its name to truist. each truist restricted stock award is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding suntrust restricted stock award immediately prior to the effective time of the merger agreement.
f3 represents phantom stock units issued under the suntrust banks, inc. 2009 stock plan. pursuant to the merger agreement, at the effective time of the merger, each outstanding suntrust phantom stock unit automatically converted into a bb&t phantom stock unit in respect of shares of bb&t common stock, with the number of underlying shares of bb&t common stock determined as set forth in the merger agreement. following and in connection with the merger, bb&t changed its name to truist. each truist phantom stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding suntrust phantom stock unit immediately prior to the effective time of the merger.
f4 these phantom stock units replaced suntrust phantom stock units in respect of an aggregate 2,362.889 shares of suntrust common stock.
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