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Filing Details

Accession Number:: 0001664272-21-000190
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-20 16:17:14
Reporting Period:: 2021-10-18

Accepted Time:: 2021-10-20 16:17:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
92230	Truist Financial Corp	TFC	National Commercial Banks (6021)	560939887

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1182002	Jr H William Rogers	214 N. Tryon Street Charlotte NC 28202	Ceo	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2021-10-18	185,000	$0.00	645,513	No	5	G	Direct
Common Stock	Acquisiton	2021-10-18	185,000	$0.00	185,000	No	5	G	Indirect	By Trust
Common Stock	Acquisiton	2021-10-18	67,000	$61.85	712,513	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Direct
No	5	G	Indirect	By Trust
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	11,004	Indirect	By 401(k)
Common Stock	163,500	Indirect	By grantor retained annuity trust

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Phantom Stock Unit	$0.00	2000-01-01	2000-01-01	2,719	2,719	Direct
Common Stock	Restricted Stock Unit	$0.00	2021-02-13	2021-02-13	1,700	1,700	Direct
Common Stock	Restricted Stock Units	$0.00	2022-02-08	2022-02-08	47,932	47,932	Direct
Common Stock	Stock Option (right to buy)	$21.17	2014-02-26	2023-02-26	142,606	142,606	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2000-01-01	2,719	2,719	Direct
2021-02-13	1,700	1,700	Direct
2022-02-08	47,932	47,932	Direct
2023-02-26	142,606	142,606	Direct

Footnotes

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.
On October 18, 2021, the reporting person contributed 185,000 shares of Truist common stock to an irrevocable trust of which his spouse is the trustee and his spouse and children are the beneficiaries.
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 performance-vested 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.
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 andconditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger.
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.
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.
Includes shares acquired as a result of dividend reinvestment since the last reported transaction.
On October 18, 2021, the reporting person reacquired 67,000 shares of Truist common stock from a grantor retained annuity trust ("GRAT") for the benefit of the reporting person and his adult children. The reporting person's spouse is the trustee of the GRAT, and the reporting person is the sole recipient of the annuity payments made by the GRAT. The terms of the GRAT permit the reporting person to withdraw assets from the trust by substituting other assets of equal value.