4//SEC Filing
CLEMENT DALLAS S 4
Accession 0000899243-19-028875
CIK 0000092230other
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 8:07 PM ET
Size
10.0 KB
Accession
0000899243-19-028875
Insider Transaction Report
Form 4
CLEMENT DALLAS S
Director
Transactions
- Award
Phantom Stock Units
2019-12-06+10,462→ 10,462 total→ Common Stock (10,462 underlying) - Award
Phantom Stock Units
2019-12-06+12,556→ 12,556 total→ Common Stock (12,556 underlying)
Footnotes (5)
- [F1]Acquired in connection with the Agreement and Plan of Merger by and between SunTrust Banks, Inc. ("SunTrust") and BB&T Corporation ("BB&T"), dated February 7, 2019 and amended as of June 14, 2019 (the "Merger Agreement") pursuant to which SunTrust was merged with and into BB&T, effective December 6, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of SunTrust common stock was converted into the right to receive 1.295 shares of BB&T common stock. The closing price of BB&T common stock on the New York Stock Exchange on the effective date of the Merger was $54.24. Following and in connection with the Merger, BB&T changed its name to Truist Financial Corporation ("Truist").
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust phantom stock unit automatically converted into a BB&T phantom stock unit in respect of shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. 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]Represents phantom stock units issued under the SunTrust Banks, Inc. Directors' 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 BB&T phantom stock unit in respect of shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Following and in connection with the Merger, BB&T changed its name to Truist. 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.
- [F4]These phantom stock units replaced SunTrust phantom stock units in respect of an aggregate 9,695.661 shares of SunTrust common stock.
- [F5]These phantom stock units replaced SunTrust phantom stock units in respect of an aggregate 8,078.967 shares of SunTrust common stock.
Documents
Issuer
TRUIST FINANCIAL CORP
CIK 0000092230
Entity typeother
Related Parties
1- filerCIK 0001198477
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 8:07 PM ET
- Size
- 10.0 KB