William H. Rogers Jr - May 12, 2021 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role
President and COO, Director
Signature
Carla Brenwald, Attorney-in-fact
Stock symbol
TFC
Transactions as of
May 12, 2021
Transactions value $
$0
Form type
4
Date filed
5/14/2021, 04:04 PM
Next filing
Oct 20, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TFC Common Stock 831K May 12, 2021 Direct F1
holding TFC Common Stock 10.8K May 12, 2021 By 401(k) F2
holding TFC Common Stock 231K May 12, 2021 By grantor retained annuity trust F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding TFC Phantom Stock Unit 2.68K May 12, 2021 Common Stock 2.68K Direct F3
holding TFC Restricted Stock Unit 1.67K May 12, 2021 Common Stock 1.67K Direct F4
holding TFC Restricted Stock Units 47.2K May 12, 2021 Common Stock 47.2K Direct F5
holding TFC Stock Option (right to buy) 143K May 12, 2021 Common Stock 143K $21.17 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 12, 2021, a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children made an annuity payment to the reporting person consisting of 69,500 shares of Truist common stock. The reporting person's wife is the trustee of the GRAT, and the reporting person is the sole recipient of the annuity payments made by the GRAT. This Form 4 is being filed to reflect the change in the form of the reporting person's beneficial ownership of the Truist common stock transferred by the GRAT from indirect to direct beneficial ownership.
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, which merged into the Truist Financial Corporation Nonqualified Defined Contribution Plan effective as of June 1, 2020. 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 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 performance-vested restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust performance-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.
F5 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.
F6 Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase shares of SunTrust common stock automatically converted into an option to purchase shares of Truist common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Each option to purchase shares of Truist common stock is subject to the same terms and conditions (including vesting and exercisability terms) as the corresponding option to purchase shares of SunTrust common stock immediately prior to the effective time of the Merger.