Hugh S. Cummins III - Sep 15, 2022 Form 4 Insider Report for TRUIST FINANCIAL CORP (TFC)

Role
Vice Chair
Signature
Carla Brenwald, Attorney-in-fact
Stock symbol
TFC
Transactions as of
Sep 15, 2022
Transactions value $
-$277,316
Form type
4
Date filed
9/19/2022, 03:56 PM
Previous filing
Mar 16, 2022
Next filing
Oct 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TFC Common Stock Award $0 +9.96K +4.28% $0.00 243K Sep 15, 2022 Direct F5
transaction TFC Common Stock Tax liability -$277K -5.76K -2.37% $48.12 237K Sep 15, 2022 Direct
holding TFC Common Stock 3.99K Sep 15, 2022 By 401(k)

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 1.66K Sep 15, 2022 Common Stock 1.66K $0.00 Direct F1, F2
holding TFC Restricted Stock Units 88.9K Sep 15, 2022 Common Stock 88.9K $0.00 Direct F2, F3
holding TFC Stock Option (right to buy) 55.9K Sep 15, 2022 Common Stock 55.9K $21.17 Direct F4
* 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. 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 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.
F4 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.
F5 On September 1, 2021, the reporting person was granted 49,804 restricted stock units, which shall vest and become earned ratably over five years based on certain performance criteria for each vesting year ending September 15, 2022, 2023, 2024, 2025 and 2026. The performance criteria for the vesting year ending September 15, 2022 were met, resulting in 9,960 restricted stock units being earned.