SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bible Daryl N.

(Last) (First) (Middle)
214 N. TRYON STREET

(Street)
CHARLOTTE NC 28202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP [ TFC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/27/2020 A 14,136(1) A $0.0000 166,124 D
Common Stock 01/27/2020 A 4,254(2) A $0.0000 170,378 D
Common Stock 01/27/2020 A 4,017(3) A $0.0000 174,395 D
Common Stock 01/27/2020 A 3,583(4) A $0.0000 177,978 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $32.1 03/15/2017(5) 02/23/2026 Common Stock 48,175 48,175 D
Stock Option (right to buy) $37.55 02/25/2015(6) 02/25/2024 Common Stock 22,629 22,629 D
Stock Option (right to buy) $38.22 03/15/2016(7) 02/24/2025 Common Stock 37,565 37,565 D
Explanation of Responses:
1. On February 21, 2017, the reporting person was granted 12,048 performance-vested restricted stock units at the Target Level of Achievement, which vest and become earned based on the pre-established three-year (January 1, 2017 through December 31, 2019) performance period's ROCE and TSR performance measures. Transaction represents the satisfaction of performance measures at greater than the Target Level of Achievement, resulting in 14,136 shares being earned.
2. On February 26, 2019, the reporting person was granted 12,765 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2020, 2021, and 2022. The performance criteria for 2020 were met, resulting in 4,254 restricted stock units being earned.
3. On February 21, 2017, the reporting person was granted 12,048 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2018, 2019, and 2020. The performance criteria for 2020 were met, resulting in 4,017 restricted stock units being earned.
4. On February 20, 2018, the reporting person was granted 10,748 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year ending March 15, 2019, 2020, and 2021. The performance criteria for 2020 were met, resulting in 3,583 restricted stock units being earned.
5. On February 23, 2016, the reporting person was granted an option to purchase 48,175 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending March 15, 2017, 2018, and 2019. The performance criteria for 2019 were met, resulting in 16,058 options being earned.
6. On February 25, 2014, the reporting person was granted an option to purchase 22,629 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. The performance criteria for 2017 were met, resulting in 7,544 options being earned.
7. On February 24, 2015, the reporting person was granted an option to purchase 37,565 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending March 15, 2016, 2017, and 2018. The performance criteria for 2018 were met, resulting in 12,522 options being earned.
Remarks:
poa.txt
Carla Brenwald, Attorney-in-fact 01/29/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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