Form Type: 4

SEC EDGAR Link
Accession Number:0001225208-21-007092
Date:2021-04-26
Issuer: TRUIST FINANCIAL CORP (TFC)
Original Submission Date:

Reporting Person:

THOMPSON JOSEPH M
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 2021-04-26 S 5,265 d $58.20 37,741 direct
COMMON STOCK 2021-04-26 0 $0.00 1,757 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 2021-04-26 deemed execution date 0 ( ) common stock 1,565 $0.00 1,565 direct
RESTRICTED STOCK UNIT 0.0 2021-04-26 deemed execution date 0 ( ) 2022-02-08 2022-02-08 common stock 8,579 $0.00 8,579 direct
RESTRICTED STOCK UNIT 0.0 2021-04-26 deemed execution date 0 ( ) 2021-02-13 2021-02-13 common stock 290 $0.00 290 direct
RESTRICTED STOCK UNITS 0.0 2021-04-26 deemed execution date 0 ( ) 2022-02-08 2022-02-08 common stock 25,738 $0.00 25,738 direct
RESTRICTED STOCK UNITS 0.0 2021-04-26 deemed execution date 0 ( ) 2022-10-01 2022-10-01 common stock 63,326 $0.00 63,326 direct
Footnotes
IDfootnote
f1 the price in column 4 is a weighted average price. the prices actually received ranged from $58.2000 to $58.2100. the reporting person will provide to the issuer, any security holder of the issuer, or the sec staff, upon request, information regarding the number of shares sold at each price within the range.
f2 because the stock fund component of the 401(k) plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of truist stock on the applicable measurement date.
f3 represents phantom stock units under the suntrust banks, inc. deferred compensation plan. pursuant to the merger agreement, at the effective time of the merger, each outstanding suntrust phantom stock unit automatically converted into a truist phantom stock unit in respect of shares of truist common stock, with the number of underlying shares of truist common stock determined as set forth in the merger agreement. 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 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 truist time-vested restricted stock unit convertible into shares of truist common stock, with the number of underlying shares of truist common stock determined as set forth in the merger agreement. 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.
f5 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 truist restricted stock unit convertible into shares of truist common stock, with the number of underlying shares of truist common stock determined as set forth in the merger agreement. 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. if performance results in the award vesting at greater than 130% of target, the amount that vested in excess of 130% is subject to a one-year deferral.
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