William H. Rogers Jr - Feb 11, 2022 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role: Chief Executive Officer, Director
Signature: Carla Brenwald, Attorney-in-fact
Stock symbol: TFC
Transactions as of: Feb 11, 2022
Transactions value $: $63,090
Form type: 4
Date filed: 2/15/2022, 01:49 PM
Previous filing: Feb 10, 2022
Next filing: Feb 23, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TFC	Common Stock	Options Exercise	$109K	+1.71K	+0.23%	$63.58	744K	Feb 11, 2022	Direct
transaction	TFC	Common Stock	Tax liability	-$45.9K	-722	-0.1%	$63.58	744K	Feb 11, 2022	Direct
holding	TFC	Common Stock						11.1K	Feb 11, 2022	By 401(k)
holding	TFC	Common Stock						164K	Feb 11, 2022	By grantor retained annuity trust
holding	TFC	Common Stock						185K	Feb 11, 2022	By Trust

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	Restricted Stock Unit	Options Exercise	$0	-1.71K	-100%	$0.00^*	0	Feb 11, 2022	Common Stock	1.71K	$0.00	Direct	F1
holding	TFC	Phantom Stock Unit						2.74K	Feb 11, 2022	Common Stock	2.74K	$0.00	Direct	F2
holding	TFC	Stock Option (right to buy)						143K	Feb 11, 2022	Common Stock	143K	$21.17	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 in excess of 130% is subject to a one-year deferral.
F2	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.
F3	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.