TRUIST FINANCIAL CORP — Director's Dealing 2017

Feb 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BB&T CORP (BBT)
CIK: 0000092230
Period of Report: 2017-02-21

Reporting Person: Henson Christopher L (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock	A	10176.0000	$0.0000	Acquired	162457.0790	Direct
2017-02-21	Common Stock	A	8440.0000	$0.0000	Acquired	170897.0790	Direct
2017-02-21	Common Stock	A	8264.0000	$0.0000	Acquired	179161.0790	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Stock Option (right to buy)	$37.5500	A	9922.0000	Acquired	2024-02-25	Common Stock (9922.0000)	Direct
2017-02-21	Stock Option (right to buy)	$38.2200	A	16459.0000	Acquired	2025-02-24	Common Stock (16459.0000)	Direct
2017-02-21	Stock Option (right to buy)	$32.1000	A	21102.0000	Acquired	2026-02-23	Common Stock (21102.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39028.7720	Indirect
Common Stock	3.4780	Indirect
Common Stock	3.4780	Indirect
Common Stock	8594.1430	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$30.0800	2023-02-26	Common Stock (42233.0000)	42233.0000	Direct

Footnotes

F1: On February 23, 2016, the reporting person was granted 30,529 restricted stock units, which shall vest and become earned ratably over three years based on certain performance criteria for each vesting year March 15, 2017, 2018, and 2019. The performance criteria for 2017 were met, resulting in 10,176 restricted stock units being earned.

F2: On February 24, 2015, the reporting person was granted 25,320 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 2017 were met, resulting in 8,440 restricted stock units being earned.

F3: On February 25, 2014, the reporting person was granted 24,793 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 2017 were met, resulting in 8,264 restricted stock units being earned.

F4: On February 25, 2014, the reporting person was granted an option to purchase 29,763 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 2017 were met, resulting in 9,922 options being earned.

F5: On February 24, 2015, the reporting person was granted an option to purchase 49,375 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 2017 were met, resulting in 16,459 options being earned.

F6: On February 23, 2016, the reporting person was granted an option to purchase 63,307 shares of common stock. The option vests ratably over three years based on certain performance criteria for each vesting year March 15, 2017, 2018, and 2019. The performance criteria for 2017 were met, resulting in 21,102 options being earned.

F7: The option is exercisable in three equal annual installments beginning on 02/26/2014.