REGIONS FINANCIAL CORP — Director's Dealing 2017

Apr 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REGIONS FINANCIAL CORP (RF)
CIK: 0001281761
Period of Report: 2017-04-01

Reporting Person: Lusco C. Matthew (SEVP & CRO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-01	Common Stock	M	27548.0000	$0.0000	Acquired	82508.0000	Direct
2017-04-01	Common Stock	M	24105.0000	$0.0000	Acquired	106613.0000	Direct
2017-04-01	Common Stock	F	21514.0000	$14.5300	Disposed	85099.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-01	Performance Stock Units - 2014	$	M	27548.0000	Disposed		Common Stock (24104.5000)	Direct
2017-04-01	Restricted Stock Units	$0.0000	M	27548.0000	Disposed		Common Stock (27548.0000)	Direct
2017-04-03	Performance Stock Units (2017)	$	A	27119.0000	Acquired		Common Stock (40678.5000)	Direct
2017-04-03	Restricted Stock Units	$0.0000	A	27119.0000	Acquired		Common Stock (27119.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4292.5340	Indirect
Common Stock (phantom stock)	9225.6810	Indirect

Footnotes

F1: The restricted stock units vested and were settled in shares of common stock on a 1-for-1 basis on April 1, 2017.

F2: The performance stock units vested and were settled in shares of common stock on April 1, 2017, at the conversion rate of 0.875 shares of common stock for each unit, based on the level of company achievement of performance goals during the performance period from January 1, 2014, through December 31, 2016.

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.

F4: Each performance stock unit is the economic equivalent of up to one and one-half shares of Regions Financial Corporation common stock with deemed reinvestment of dividends.

F5: The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 150% of the target amount depending on the level of company achievement of performance goals during the performance period from January 1, 2017, through December 31, 2019.

F6: The performance stock units will be settled in shares of common stock as of April 3, 2020, subject to a service requirement and subject to earlier vesting in whole or in part under certain conditions.

F7: Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock with deemed reinvestment of dividends.

F8: The restricted stock units will be settled in shares of common stock as of April 3, 2020, subject to a service requirement and a performance threshold requirement and subject to earlier vesting in whole or in part under certain conditions.