SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Di Piazza Samuel A Jr.

(Last)

(First)

(Middle)

P. O. BOX 10247

(Street)

BIRMINGHAM

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	12/31/2020		J⁽²⁾	1,255.1453		⁽¹⁾	⁽¹⁾	Common Stock	1,255.1453	⁽²⁾	29,681.498	D
Restricted Stock Units	$0.0000⁽³⁾	12/31/2020		J⁽⁴⁾	767.2179		⁽³⁾	⁽³⁾	Common Stock	767.2179	$0.0000⁽⁴⁾	20,018.9055	D

Explanation of Responses:

1. The phantom stock was accrued under the Regions Financial Corporation Directors' Deferred Investment Plan. Each share of phantom stock is the economic equivalent of one share of Regions Financial Corporation common stock. The shares of phantom stock become payable in cash at the end of the deferral period elected by the reporting person in accordance with the Plan.

2. Shares of phantom stock acquired quarterly in 2020 pursuant to a dividend reinvestment feature of the Regions Financial Corporation Directors' Deferred Investment Plan.

3. Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock.

4. Restricted stock units acquired quarterly in 2020 pursuant to a dividend reinvestment feature of the Regions Financial Corporation Directors' Deferred Restricted Stock Unit Plan.

Remarks:

Prior to January 1, 2021, the reporting person's phantom stock accrued under the Regions Financial Corporation Directors' Deferred Investment Plan was payable only in shares of common stock and, therefore, was reported in Table I. As of January 1, 2021, the Plan was amended to provide that all phantom stock accrued under the Plan, including amounts accrued prior to January 1, 2021, will now be payable in cash, not common stock, at the end of the deferral period elected by the reporting person in accordance with the Plan. Therefore, all of the reporting person's phantom stock accrued under the Plan, including phantom stock accrued prior to January 1, 2021, will be reported in Table II going forward.

	Lachelle S. Koon - Attorney-in-Fact	02/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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