Joseph M. Thompson - Jan 19, 2022 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role
Sr. Executive Vice President
Signature
Carla Brenwald, Attorney-in-fact
Stock symbol
TFC
Transactions as of
Jan 19, 2022
Transactions value $
-$253,838
Form type
4
Date filed
1/21/2022, 04:58 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 Sale -$254K -3.75K -9.94% $67.69 34K Jan 19, 2022 Direct
holding TFC Common Stock 1.8K Jan 19, 2022 By 401(k) 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 1.6K Jan 19, 2022 Common Stock 1.6K $0.00 Direct F2, F3
holding TFC Restricted Stock Unit 297 Jan 19, 2022 Common Stock 297 $0.00 Direct F3, F4
holding TFC Restricted Stock Unit 8.79K Jan 19, 2022 Common Stock 8.79K $0.00 Direct F3, F5
holding TFC Restricted Stock Units 26.4K Jan 19, 2022 Common Stock 26.4K $0.00 Direct F3, F5
holding TFC Restricted Stock Units 64.9K Jan 19, 2022 Common Stock 64.9K $0.00 Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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 ruist 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.
F3 Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
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 restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust time-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.