SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Duggirala Amala (Last) (First) (Middle) P. O. BOX 10247 (Street) BIRMINGHAM AL 35202-0247 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/08/2020	3. Issuer Name and Ticker or Trading Symbol REGIONS FINANCIAL CORP [ RF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SEVP	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	45,117	D
Common Stock (phantom stock)	4,531.54(1)	I	Indirect - By 401 (k) Supplemental Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units (2018)	(2)	(2)	Common Stock	10,368(3)	(4)	D
Performance Stock Units (2019)	(5)	(5)	Common Stock	13,254(6)	(4)	D
Performance Stock Units (2020)	(7)	(7)	Common Stock	24,295(8)	(4)	D
Restricted Stock Units	(9)	(9)	Common Stock	47,917	$0.0000(10)	D

Explanation of Responses:

1. Expressed as ownership units in the respective 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.

2. The performance stock units will be settled in shares of common stock as of April 2, 2021, subject to a service requirement and performance thresholds and goals and subject to earlier vesting in whole or in part under certain conditions.

3. The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 150% of the target amount depending on the level of company achievement of performance goals during the performance period from January 1, 2018, through December 31, 2020.

4. Each performance stock unit is the economic equivalent of up to one and one-half shares of Regions Financial Corporation common stock with deemed reinvestment of dividends.

5. The performance stock units will be settled in shares of common stock as of April 1, 2022, subject to a service requirement and performance thresholds and goals and subject to earlier vesting in whole or in part under certain conditions.

6. The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 150% of the target amount depending on the level of company achievement of performance thresholds and goals during the performance period from January 1, 2019, through December 31, 2021.

7. The performance stock units will be settled in shares of common stock as of April 1, 2023, subject to a service requirement and performance thresholds and goals and subject to earlier vesting in whole or in part under certain conditions.

8. The target number of shares underlying the performance stock units is equal to the number of units. The actual number of underlying shares could range from 0% to 150% of the target amount depending on the level of company achievement of performance thresholds and goals during the performance period from January 1, 2020, through December 31, 2022.

9. 10,368 restricted stock units awarded on April 2, 2018 will be settled in shares of common stock as of April 2, 2021, subject to a service requirement and performance thresholds and subject to earlier vesting in whole or in part under certain conditions. 13,254 restricted stock units awarded on April 1, 2019 will be settled in shares of common stock as of April 1, 2022, subject to a service requirement and performance thresholds and subject to earlier vesting in whole or in part under certain conditions. 24,295 restricted stock units awarded on April 1, 2020 will be settled in shares of common stock as of April 1, 2023, subject to a service requirement and performance thresholds and subject to earlier vesting in whole or in part under certain conditions.

10. Each restricted stock unit is the economic equivalent of one share of Regions Financial Corporation common stock with deemed reinvestment of dividends.

Remarks:

poa_duggirala.txt

	Lachelle S. Koon - Attorney-in-Fact	12/18/2020
	** 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 5 (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.