William H. Rogers Jr - May 18, 2022 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role
Chairman and CEO, Director
Signature
Carla Brenwald, Attorney-in-fact
Stock symbol
TFC
Transactions as of
May 18, 2022
Transactions value $
$0
Form type
4
Date filed
6/16/2022, 04:29 PM
Previous filing
May 17, 2022
Next filing
Jul 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TFC Common Stock Gift $0 -25.2K -50% $0.00 25.2K May 18, 2022 By grantor retained annuity trust F4
transaction TFC Common Stock Gift $0 -25.2K -100% $0.00* 0 May 19, 2022 By grantor retained annuity trust F4
holding TFC Common Stock 863K May 18, 2022 Direct
holding TFC Common Stock 11.2K May 18, 2022 By 401(k)
holding TFC Common Stock 185K May 18, 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
holding TFC Phantom Stock Unit 2.79K May 18, 2022 Common Stock 2.79K $0.00 Direct F1, F2
holding TFC Stock Option (right to buy) 143K May 18, 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 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 Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
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.
F4 Reflects the transfer of the remaining shares of Truist common stock to the residual beneficiaries upon termination of a grantor retained annuity trust following the final annuity payment to the reporting person on May 13, 2022.