Edgar Filing: SUNTRUST BANKS INC

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROGERS WILLIAM H JR

2. Issuer Name and Ticker or Trading Symbol
SUNTRUST BANKS INC [STI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman and CEO

(Last)

(First)

(Middle)

303 PEACHTREE STREET, N.E.

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2017

(Street)

ATLANTA, GA 30308

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2017		M		130,238.2	A	$ 59.79	536,865.899	D
Common Stock	02/21/2017		M		14,311.034	A	$ 59.79	551,176.933	D
Common Stock	02/21/2017		F		62,441	D	$ 59.79	488,735.933	D
Common Stock	02/21/2017		F		6,526	D	$ 59.79	482,209.933	D
Common Stock								8,083.3821	I	401(k) ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock ⁽²⁾

⁽²⁾

Common Stock

1,826.5218

Phantom Stock ⁽⁴⁾

⁽⁴⁾

Common Stock

17,813.319

Phantom Stock ⁽⁵⁾

⁽⁵⁾

02/21/2017

14,311.034

02/21/2017

⁽⁵⁾

Common Stock

14,311.034

⁽⁵⁾

Phantom Stock

⁽⁶⁾

02/10/2018

⁽⁶⁾

Common Stock

12,221

Phantom Stock ⁽⁷⁾

⁽⁷⁾

02/09/2018

Common Stock

13,586

Phantom Stock ⁽⁷⁾

⁽⁷⁾

02/09/2019

Common Stock

13,587

Option ⁽³⁾

$ 64.58

02/12/2011

02/12/2018

Common Stock

88,800

Option ⁽³⁾

$ 29.54

12/31/2011

12/31/2018

Common Stock

67,000

Option ⁽⁴⁾

$ 9.06

02/10/2012

02/10/2019

Common Stock

166,300

Option ⁽⁴⁾

$ 29.2

04/01/2012

04/01/2021

Common Stock

84,439

Option ⁽⁴⁾

$ 21.67

⁽⁵⁾

02/14/2022

Common Stock

136,200

Option ⁽⁴⁾

$ 27.41

02/26/2014

02/26/2023

Common Stock

36,707

Option ⁽⁴⁾

$ 27.41

02/26/2015

02/26/2023

Common Stock

36,707

Option ⁽⁴⁾

$ 27.41

02/26/2016

02/26/2023

Common Stock

36,707

Phantom Stock ⁽⁸⁾

⁽⁸⁾

02/21/2017

Common Stock

50,089.689

Phantom Stock ⁽⁹⁾

⁽⁹⁾

02/21/2017

150,269.067

02/21/2017

02/21/2018

Common Stock

150,269.067

⁽⁹⁾

150,269.067

Phantom Stock ⁽⁹⁾

⁽⁹⁾

02/21/2017

130,238.2

02/21/2017

02/21/2018

Common Stock

130,238.2

⁽⁹⁾

20,030.867

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROGERS WILLIAM H JR 303 PEACHTREE STREET, N.E. ATLANTA, GA 30308			Chairman and CEO

Signatures

David A. Wisniewski, Attorney-in-Fact for William H. Rogers, Jr.		02/23/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of SunTrust stock on the applicable measurement date.
(2)	The phantom stock units were acquired under the SunTrust Banks, Inc. Deferred Compensation Plan and convert to common stock on a one-to-one basis.
(3)	Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
(4)	Granted pursuent to the SunTrust Banks, Inc. 2009 Stock Plan.
(5)	Represents time-vested phantom stock granted on February 21, 2014 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. The restricted stock unit agreements contain tax withholding provisions which allow us to withhold units to satisfy tax withholding obligations. Units will be settled in shares.
(6)	Represents time-vested restricted stock units granted on February 10, 2015 under the 2009 Stock Plan. the Plan is exempt under Rule 16b-3. The restricted stock unit award agreements contain tax withholding features which allow us to withhold units to satisfly withholding obligations. Units will be settled in shares.
(7)	Represents time-vested restricted stock units granted on February 9, 2016 under the sunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Units will be settled in shares. The award agreement contains tax withholding features which allow us to withhold units to satisfy withholding obligations.
(8)	Represents restricted stock unit award granted on February 21, 2014 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Transaction represents the satisfaction of EPS/TSR/ROTCE performance conditions. The Restricted Stock Unit award agreements contain tax withholding provisions which allow us to satisfy tax withholding obligations by netting shares. Award will vest on February 21, 2017 and will be settled in shares of common stock.
(9)	Represents performance stock which was granted on February 21, 2014 and which vested on February 21, 2017. Award is settled in common stock. Because exceptional performance resulted in the award vesting at greater than 130% of target, the amount that vested in excess of 130% is subject to a one year deferral.

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