William H. Rogers Jr - Oct 18, 2021 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role: CEO, Director
Signature: Carla Brenwald, Attorney-in-fact
Stock symbol: TFC
Transactions as of: Oct 18, 2021
Transactions value $: $4,143,950
Form type: 4
Date filed: 10/20/2021, 04:17 PM
Previous filing: May 14, 2021
Next filing: Feb 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TFC	Common Stock	Gift	$0	-185K	-22.28%	$0.00	646K	Oct 18, 2021	Direct	F2
transaction	TFC	Common Stock	Gift	$0	+185K		$0.00	185K	Oct 18, 2021	By Trust	F2
transaction	TFC	Common Stock	Purchase	$4.14M	+67K	+10.38%	$61.85	713K	Oct 18, 2021	Direct	F8
holding	TFC	Common Stock						11K	Oct 18, 2021	By 401(k)	F5
holding	TFC	Common Stock						164K	Oct 18, 2021	By grantor retained annuity trust	F8

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						2.72K	Oct 18, 2021	Common Stock	2.72K	$0.00	Direct	F1, F7
holding	TFC	Restricted Stock Unit						1.7K	Oct 18, 2021	Common Stock	1.7K	$0.00	Direct	F3, F7
holding	TFC	Restricted Stock Units						47.9K	Oct 18, 2021	Common Stock	47.9K	$0.00	Direct	F4, F7
holding	TFC	Stock Option (right to buy)						143K	Oct 18, 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	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.
F2	On October 18, 2021, the reporting person contributed 185,000 shares of Truist common stock to an irrevocable trust of which his spouse is the trustee and his spouse and children are the beneficiaries.
F3	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.
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	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.
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.
F7	Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
F8	On October 18, 2021, the reporting person reacquired 67,000 shares of Truist common stock from a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children. The reporting person's spouse is the trustee of the GRAT, and the reporting person is the sole recipient of the annuity payments made by the GRAT. The terms of the GRAT permit the reporting person to withdraw assets from the trust by substituting other assets of equal value.