Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-028858
Date:2019-12-06
Issuer: TRUIST FINANCIAL CORP (TFC)
Original Submission Date:

Reporting Person:

KOEBLER ELLEN
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 5,955 a $0.00 5,955 direct
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
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 5,755 (a) 2020-11-14 2020-11-14 common stock 5,755 $0.00 5,755 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 5,753 (a) 2021-11-14 2021-11-14 common stock 5,753 $0.00 5,753 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 1,822 (a) 2020-02-13 2020-02-13 common stock 1,822 $0.00 1,822 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 1,821 (a) 2021-02-13 2021-02-13 common stock 1,821 $0.00 1,821 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 2,124 (a) 2020-02-14 2020-02-14 common stock 2,124 $0.00 2,124 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 9,800 (a) 2020-02-08 2020-02-08 common stock 9,800 $0.00 9,800 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 9,798 (a) 2021-02-08 2021-02-08 common stock 9,798 $0.00 9,798 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 9,798 (a) 2022-02-08 2022-02-08 common stock 9,798 $0.00 9,798 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 48,220 (a) 2022-10-01 2022-10-01 common stock 48,220 $0.00 48,220 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 22,133 (a) 2020-02-14 2020-02-14 common stock 22,133 $0.00 22,133 direct
RESTRICTED STOCK UNITS 0.0 2019-12-06 deemed execution date A 16,858 (a) 2021-02-13 2021-02-13 common stock 16,858 $0.00 16,858 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 represents time-vested restricted stock units, each convertible into one share of common stock, under the suntrust banks, inc. 2009 stock plan or the suntrust banks, inc. 2018 omnibus incentive compensation plan. pursuant to the merger agreement at the effective time of the merger, each outstanding suntrust time-vested restricted stock unit automatically converted into a bb&t time-vested restricted stock unit convertible into 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 time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding suntrust time-vested restricted stock unit immediately prior to the effective time of the merger.
f3 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 4,443.88 shares of suntrust common stock.
f4 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 4,442.838 shares of suntrust common stock.
f5 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 1,406.955 shares of suntrust common stock.
f6 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 1,405.894 shares of suntrust common stock.
f7 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 1,639.906 shares of suntrust common stock.
f8 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 7,567.207 shares of suntrust common stock.
f9 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 7,566.175 shares of suntrust common stock.
f10 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 7,566.173 shares of suntrust common stock.
f11 these time-vested restricted stock units replaced suntrust time-vested restricted stock units in respect of an aggregate 37,235.583 shares of suntrust common stock.
f12 represents performance-vested restricted stock units, each convertible into one share of common stock, under the suntrust banks, inc. 2009 stock plan. pursuant to the merger agreement at the effective time of the merger, each outstanding suntrust performance-vested restricted stock unit automatically converted into a bb&t restricted stock unit convertible into 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 restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding suntrust time-vested restricted stock unit immediately prior to the effective time of the merger.
f13 these restricted stock units replaced suntrust performance-vested restricted stock units in respect of an aggregate 17,091.215 shares of suntrust common stock.
f14 these restricted stock units replaced suntrust performance-vested restricted stock units in respect of an aggregate 13,017.672 shares of suntrust common stock.
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