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Form 4/A REGIONS FINANCIAL CORP For: Apr 01 Filed by: Jones Ellen S.

April 28, 2016 6:12 PM EDT
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 *
Jones Ellen S.
(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)
SEVP
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/05/2016		 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 04/01/2016   F   0 (1) D (1) $ 0 (1) 84,886 (1) D  
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. This amendment is filed to report the correction of an erroneous withholding of shares in satisfaction of reporting person's tax liability upon the vesting of performance stock units on April 1, 2016, that resulted from a system error by the third-party administrator of the Regions Financial Corporation 2010 Long Term Incentive Plan. No shares should have been withheld, as the reporting person had elected to satisfy tax obligations by means of a cash payment. The error was corrected by crediting 4,089 shares to reporting person as of April 1, 2016, pursuant to system entries effected by the administrator on April 26, 2016. The Table I line in question is restated to indicate zero (-0-) shares as having been withheld. The number of shares beneficially owned as reported in Table I, Column 5 of this amendment gives effect to the correction.
Lachelle S. Koon - Attorney -in-Fact 04/05/2016
** 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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