REGIONS FINANCIAL CORP — Director's Dealing 2017

Apr 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REGIONS FINANCIAL CORP (RF)
CIK: 0001281761
Period of Report: 2017-04-24

Reporting Person: Ritter William D. (SEVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-24	Common Stock	M	150000.0000	$7.0000	Acquired	195423.0000	Direct
2017-04-24	Common Stock	S	39258.0000	$13.8160	Disposed	156165.0000	Direct
2017-04-24	Common Stock	F	110742.0000	$13.8160	Disposed	45423.0000	Direct
2017-04-25	Common Stock	M	15290.0000	$6.5400	Acquired	60713.0000	Direct
2017-04-25	Common Stock	F	7240.0000	$13.8100	Disposed	53473.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-24	Stock Option (Right to Buy)	$7.0000	M	150000.0000	Disposed	2020-06-21	Common Stock (150000.0000)	Direct
2017-04-25	Stock Option (Right to Buy)	$6.5400	M	15290.0000	Disposed	2021-05-31	Common Stock (15290.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	992.9860	Indirect
Common Stock	989.0954	Indirect
Common Stock (phantom stock)	1513.6460	Indirect

Footnotes

F1: Price per share of shares withheld and sold, representing payment of exercise price of nonqualified options and associated tax liability. Valued at execution price.

F2: Price per share of shares tendered and netted, representing payment of exercise price of incentive stock options. Valued at previous day close.

F3: 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.