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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock Unit | $ 0 (3) | 01/01/2000(3) | 01/01/2000(3) | Common Stock | 3,117.922 | 3,117.922 (4) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROGERS WILLIAM H JR 214 N. TRYON STREET CHARLOTTE, NC 28202 |
X | Chairman & CEO | ||
| Carla Brenwald, Attorney-in-fact | 07/25/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On July 23, 2024, the reporting person reacquired 57,300 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. On July 23, 2024, the GRAT also made an annuity payment to the reporting person consisting of 54,250 shares of Truist common stock. This Form 4 reflects the change in the form of the reporting person's beneficial ownership of the Truist common stock transferred by the GRAT from indirect to direct beneficial ownership. |
| (2) | 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. |
| (3) | Represents phantom stock units under the Truist Nonqualified Deferred Compensation Plan. |
| (4) | Includes shares acquired as a result of dividend reinvestment since the last reported transaction. |