FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Brown Ricky
2. Issuer Name and Ticker or Trading Symbol

BB&T CORP [ BBT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. Executive Vice President
(Last)          (First)          (Middle)

PO BOX 1250
3. Date of Earliest Transaction (MM/DD/YYYY)

12/15/2016
(Street)

WINSTON-SALEM, NC 27102-1250
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/15/2016     A    30529.0000   (1) A $0.0000   171838.1330   (2) D    
Common Stock   12/15/2016     A    16881.0000   (3) A $0.0000   188719.1330   D    
Common Stock   12/15/2016     A    8264.0000   (4) A $0.0000   196983.1330   D    
Common Stock   12/15/2016     A    5950.0000   (5) A $0.0000   202933.1330   D    
Common Stock                  50636.9530   (6) I   By 401(k)  
Common Stock                  287.0000   I   By Spouse  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (right to buy)   $37.5500   12/15/2016     A      9922.0000       2/25/2015   (7) 2/25/2024   Common Stock   9922.0000   $0.0000   29763.0000   D    
Stock Option (right to buy)   $38.2200   12/15/2016     A      32917.0000       3/15/2016   (8) 2/24/2025   Common Stock   32917.0000   $0.0000   49375.0000   D    
Stock Option (right to buy)   $32.1000   12/15/2016     A      63307.0000       3/15/2017   (9) 2/23/2026   Common Stock   63307.0000   $0.0000   63307.0000   D    
Stock Option (right to buy)   $27.7300                    2/22/2012   (10) 2/22/2021   Common Stock   57010.0000     57010.0000   D    
Stock Option (right to buy)   $27.7500                    2/23/2011   (11) 2/23/2020   Common Stock   71062.0000     71062.0000   D    
Stock Option (right to buy)   $30.0800                    2/26/2014   (12) 2/26/2023   Common Stock   42233.0000     42233.0000   D    
Stock Option (right to buy)   $30.0900                    2/21/2013   (13) 2/21/2022   Common Stock   73776.0000     73776.0000   D    
Stock Option (right to buy)   $44.1500                    2/20/2008   (14) 2/20/2017   Common Stock   52362.0000     52362.0000   D    

Explanation of Responses:
( 1)  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. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the shares became fully vested. Vested shares will be delivered to the reporting person on March 15, 2017 and June 16, 2017.
( 2)  Includes 0.002 shares acquired in September 2016 and December 2016, under the Issuer's Dividend Reinvestment Plan.
( 3)  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. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the shares became fully vested. Vested shares will be issued to the reporting person on March 15, 2017 and June 16, 2017.
( 4)  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. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the shares became fully vested. Vested shares will be issued to the reporting person on February 25, 2017.
( 5)  On December 31, 2015, the reporting person was granted 5,950 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. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the shares became fully vested. Vested shares will be issued to the reporting person on February 15, 2017 and June 16, 2017.
( 6)  Includes 383.740 shares acquired between July 1, 2016 and September 30, 2016, under the Issuer's 401(k) plan. The information in this report is based on a plan statement dated July 1, 2016 through September 30, 2016.
( 7)  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. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the option became fully exercisable.
( 8)  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. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the option became fully exercisable.
( 9)  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. Due to the retirement of the reporting person on December 15, 2016, the performance criteria were deemed met and the option became fully exercisable.
( 10)  The option is exercisable in four equal annual installments beginning 2/22/2012. Due to the retirement of the reporting person on December 15, 2016, the option became fully exercisable.
( 11)  The option is exercisable in four equal annual installments beginning on 02/23/2011. Due to the retirement of the reporting person on December 15, 2016, the option became fully exercisable.
( 12)  The option is exercisable in three equal annual installments beginning on 02/26/2014. Due to the retirement of the reporting person on December 15, 2016, the option became fully exercisable.
( 13)  The option is exercisable in four equal annual installments beginning on 02/21/2013. Due to the retirement of the reporting person on December 15, 2016, the option became fully exercisable.
( 14)  The option is exercisable in five equal annual installments beginning on 2/20/2008. Due to the retirement of the reporting person on December 15, 2016, the option became fully exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Brown Ricky
PO BOX 1250
WINSTON-SALEM, NC 27102-1250


Sr. Executive Vice President

Signatures
Carla Brenwald, Attorney-in-fact 12/19/2016
** 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 control number.
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