REGIONS FINANCIAL CORP — Director's Dealing 2015

Jun 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REGIONS FINANCIAL CORP (RF)
CIK: 0001281761
Period of Report: 2015-06-01

Reporting Person: Couch Brett D (SEVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-01	Common Stock	J	675.0639	$9.3956	Acquired	164434.6325	Direct
2015-06-01	Common Stock	M	40085.0000	$0.0000	Acquired	204519.6325	Direct
2015-06-01	Common Stock	M	29153.0000	$0.0000	Acquired	233672.6325	Direct
2015-06-01	Common Stock	F	24911.0000	$9.9800	Disposed	208761.6325	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-01	Performance Stock Units - 2012	$	M	29153.0000	Disposed		Common Stock (40085.3750)	Direct
2015-06-01	Restricted Stock Units	$0.0000	M	29153.0000	Disposed		Common Stock (29153.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15109.8630	Indirect
Common Stock (phantom stock)	5978.0000	Indirect
Common Stock	3000.0000	Indirect
Common Stock	4000.0000	Indirect
Common Stock (phantom stock)	21526.0530	Indirect

Footnotes

F1: These shares were acquired through regular dividend reinvestments.

F2: The performance stock units vested and were settled in shares of common stock on June 1, 2015, at the conversion rate of 1.375 shares of common stock for each unit, based on the level of company achievement of performance goals during the performance period from January 1, 2012, through December 31, 2014. For more information, please see the Current Report on Form 8-K filed by Regions Financial Corporation on May 25, 2012.

F3: The restricted stock units vested and were settled in shares of common stock on a 1-for-1 basis on June 1, 2015.

F4: Expressed as ownership units in the plan's unitized employer stock fund, which is managed such that each unit is intended to approximate the economic value of one share of common stock.