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Form 4 REGIONS FINANCIAL CORP For: Jan 23 Filed by: Turner David J Jr

January 27, 2015 2:05 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Turner David J Jr

(Last) (First) (Middle)
P. O. BOX 10247

(Street)
BIRMINGHAM AL 35202-0247

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REGIONS FINANCIAL CORP [ RF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/31/2014   J (1) V 1,252.351 A $ 0 16,952.558 (2) I By 401(k)
Common Stock 12/31/2014   J (3) V 24.968 A $ 0 1,688.905 (2) I By Spouse 401(k)
Common Stock 01/23/2015   P   54,000 A $ 9.1549 54,000 I By Trust 1 (4)
Common Stock 01/23/2015   P   11,000 A $ 9.1576 11,000 I By Trust 2 (5)
Common Stock (phantom stock) 12/31/2014   J (1) V 5,222.423 A $ 0 31,317.142 (2) I Indirect - By 401 (k) Supplemental Plan
Common Stock               167,294 D  
Common Stock               125 I By Custodian for Daughter 1
Common Stock               325 I By Custodian for Son 1
Common Stock               125 I By Custodian for Son 2
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Acquired through regular contributions to tax-conditioned plan.
2. 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.
3. These shares were acquired through regular dividend reinvestments.
4. The shares are held by Robert S. Clayton Revocable Trust for the Benefit of Nieces and Nephews, of which reporting person is the trustee with full investment authority and is a beneficiary. These shares are reported in an individual capacity and on behalf of the trust, in accordance with Rule 16a-8(b)(2) and Rule 16a-8(b)(3).
5. The shares are held by Robert S. Clayton Revocable Trust for the Benefit of Grandnieces and Grandnephews, of which reporting person is the trustee with full investment authority, and members of his immediate family (but not reporting person) are beneficiaries. These shares are reported in an individual capacity and on behalf of the trust, in accordance with Rule 16a-8(b)(2).
Lachelle S. Koon - Attorney-in-Fact 01/27/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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