Statement of Changes in Beneficial Ownership (4)
March 01 2023 - 9:06AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Thompson Joseph M |
2. Issuer Name and Ticker or Trading Symbol
TRUIST FINANCIAL CORP
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TFC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. Executive Vice President |
(Last)
(First)
(Middle)
214 N. TRYON STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/27/2023 |
(Street)
CHARLOTTE, NC 28202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/27/2023 | | A | | 14276.0000 (3) | A | $0.0000 | 111083.3890 | D | |
Common Stock | 2/27/2023 | | A | | 3121.0000 (2) | A | $0.0000 | 96807.3890 | D | |
Common Stock | 2/27/2023 | | A | | 2570.0000 (1) | A | $0.0000 | 93686.3890 | D | |
Common Stock | | | | | | | | 1872.5190 (4) | I | By 401(k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Phantom Stock Unit | $0.0000 (5) | | | | | | | 1/1/2000 (5) | 1/1/2000 (5) | Common Stock | 1667.4580 | | 1667.4580 (6) | D | |
Explanation of Responses: |
(1) | On February 24, 2020, the reporting person was granted 10,282 restricted stock units, which shall vest and become earned ratably over four years based on certain performance criteria for each vesting year ending March 15, 2021, 2022, 2023 and 2024. The performance criteria for 2023 were met, resulting in 2,570 restricted stock units being earned. |
(2) | On February 22, 2021, the reporting person was granted 9,360 restricted stock units, which shall vest and become earned in 1/3 increments over four years based on certain performance criteria for each vesting period ending March 15, 2023, 2024, and 2025. The performance criteria for 2023 were met, resulting in 3,121 restricted stock units being earned. |
(3) | On February 24, 2020, the reporting person was granted 11,660 performance based stock units at the Target Level of Achievement, which vest and become earned based on the pre-established three-year (January 1, 2020 through December 31, 2022) performance period's ROACE and ROATCE performance measures. Transaction represents the satisfaction of performance measures at 122.44% of the Target Level of Achievement, resulting in 14,276 shares being earned. |
(4) | 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. |
(5) | Represents phantom stock units under the Truist Nonqualified Deferred Compensation Plan. |
(6) | Includes shares acquired as a result of dividend reinvestment since the last reported transaction. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Thompson Joseph M 214 N. TRYON STREET CHARLOTTE, NC 28202 |
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| Sr. Executive Vice President |
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Signatures
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Carla Brenwald, Attorney-in-fact | | 3/1/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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