| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP [ TFC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 38,635(1) | A | $0.0000 | 395,462.747 | D | |||
| Common Stock | 01/27/2020 | A | 11,906(2) | A | $0.0000 | 407,368.747 | D | |||
| Common Stock | 01/27/2020 | A | 10,977(3) | A | $0.0000 | 418,345.747 | D | |||
| Common Stock | 01/27/2020 | A | 9,792(4) | A | $0.0000 | 428,137.747 | D | |||
| Common Stock | 9,880.509(5) | I | By 401(k) | |||||||
| Common Stock | 106,707.449 | I | By IRA | |||||||
| Common Stock | 56,131.28 | I | By Spouse | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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(6) | 02/23/2026 | Common Stock | 155,555 | 155,555 | D | ||||||||
| Stock Option (right to buy) | $37.55 | 02/25/2015(7) | 02/25/2024 | Common Stock | 71,611 | 71,611 | D | ||||||||
| Stock Option (right to buy) | $38.22 | 03/15/2016(8) | 02/24/2025 | Common Stock | 120,714 | 120,714 | D | ||||||||
| Explanation of Responses: |
| 1. On February 21, 2017, the reporting person was granted 32,928 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 38,635 shares being earned. |
| 2. On February 26, 2019, the reporting person was granted 35,719 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 11,906 restricted stock units being earned. |
| 3. On February 21, 2017, the reporting person was granted 32,928 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 10,977 restricted stock units being earned. |
| 4. On February 20, 2018, the reporting person was granted 29,376 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 9,792 restricted stock units being earned. |
| 5. Includes 78.897 shares acquired between October 1, 2019 and December 31, 2019, under the Issuer's 401(k) plan. The information in this report is based on plan statements dated October 1, 2019 through December 31, 2019. |
| 6. On February 23, 2016, the reporting person was granted an option to purchase 155,555 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 51,852 options being earned. |
| 7. On February 25, 2014, the reporting person was granted an option to purchase 71,611 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 23,873 options being earned. |
| 8. On February 24, 2015, the reporting person was granted an option to purchase 120,714 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 40,239 options being earned. |
| 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||