TRUIST FINANCIAL CORP — Director's Dealing 2016

Feb 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BB&T CORP (BBT)
CIK: 0000092230
Period of Report: 2016-02-23

Reporting Person: KING KELLY S (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-23	Common Stock	A	20634.0000	$0.0000	Acquired	303631.6970	Direct
2016-02-23	Common Stock	A	19885.0000	$0.0000	Acquired	323516.6970	Direct
2016-02-23	Common Stock	A	4946.0000	$0.0000	Acquired	328462.6970	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-23	Stock Option (right to buy)	$37.5500	A	23871.0000	Acquired	2024-02-25	Common Stock (23871.0000)	Direct
2016-02-23	Stock Option (right to buy)	$38.2200	A	40237.0000	Acquired	2025-02-24	Common Stock (40237.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5970.1780	Indirect
Common Stock	94553.1120	Indirect
Common Stock	57700.1850	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$44.1500	2017-02-20	Common Stock (126294.0000)	126294.0000	Direct
Stock Option (right to buy)	$30.0900	2022-02-21	Common Stock (180789.0000)	180789.0000	Direct
Stock Option (right to buy)	$27.7300	2021-02-22	Common Stock (126372.0000)	126372.0000	Direct
Stock Option (right to buy)	$27.7500	2020-02-23	Common Stock (164062.0000)	164062.0000	Direct
Stock Option (right to buy)	$16.8800	2019-02-24	Common Stock (46216.0000)	46216.0000	Direct
Stock Option (right to buy)	$34.2900	2018-02-26	Common Stock (162415.0000)	162415.0000	Direct
Stock Option (right to buy)	$30.0800	2023-02-26	Common Stock (101806.0000)	101806.0000	Direct

Footnotes

F1: On February 24, 2015, the reporting person was granted 61,904 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year March 15, 2016, 2017, and 2018. The performance criteria for 2016 were met, resulting in vesting of 20,634 restricted stock units.

F2: On February 25, 2014, the reporting person was granted 59,653 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year February 25, 2015, 2016, and 2017. The performance criteria for 2016 were met, resulting in vesting of 19,885 restricted stock units.

F3: Performance Based Restricted Stock Units granted February 26, 2013 on which the performance criteria has been met. The shares will vest on February 26, 2016.

F4: On February 25, 2014, the reporting person was granted an option to purchase 71,611 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year ending February 25, 2015, 2016, and 2017. The performance criteria for 2016 were met, resulting in vesting of the option as to 23,871 shares.

F5: On February 24, 2015, the reporting person was granted an option to purchase 120,714 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year March 15, 2016, 2017, and 2018. The performance criteria for 2016 were met, resulting in vesting of the option as to 40,237 shares.

F6: The option is exercisable in five equal annual installments beginning on 2/20/2008.

F7: The option is exercisable in four equal annual installments beginning on 02/21/2013.

F8: The option is exercisable in four equal annual installments beginning on 2/22/2012.

F9: The option is exercisable in four equal annual installments beginning on 02/23/2011.

F10: The option is exercisable in five equal annual installments beginning on 02/24/2010.

F11: The option is exercisable in five equal annual installments beginning on 2/26/2009.

F12: The option is exercisable in three equal annual installments beginning on 02/26/2014.