Hugh S. Cummins III - Nov 3, 2021 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role
Vice Chair
Signature
Carla Brenwald, Attorney-in-fact
Stock symbol
TFC
Transactions as of
Nov 3, 2021
Transactions value $
-$2,857,881
Form type
4
Date filed
11/5/2021, 03:27 PM
Next filing
Feb 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TFC Common Stock Options Exercise $989K +59.1K +27.51% $16.74 274K Nov 3, 2021 Direct
transaction TFC Common Stock Sale -$3.85M -59.1K -21.58% $65.14 215K Nov 3, 2021 Direct F1
holding TFC Common Stock 3.89K Nov 3, 2021 By 401(k) F2

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
transaction TFC Stock Option (right to buy) Options Exercise $0 -59.1K -100% $0.00* 0 Nov 3, 2021 Common Stock 59.1K $16.74 Direct
holding TFC Phantom Stock Unit 1.6K Nov 3, 2021 Common Stock 1.6K $0.00 Direct F3, F4
holding TFC Restricted Stock Unit 900 Nov 3, 2021 Common Stock 900 $0.00 Direct F4, F5
holding TFC Restricted Stock Units 24K Nov 3, 2021 Common Stock 24K $0.00 Direct F4, F6
holding TFC Restricted Stock Units 85.6K Nov 3, 2021 Common Stock 85.6K $0.00 Direct F4, F6
holding TFC Stock Option (right to buy) 55.9K Nov 3, 2021 Common Stock 55.9K $21.17 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price in Column 4 is a weighted average price. The prices actually received ranged from $65.0000 to $65.4100. 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 Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
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 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 inexcess of 130% is subject to a one-year deferral.
F6 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.
F7 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.