Edgar Filing: Chancy Mark A

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 ^*

Chancy Mark A

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)
Vice Chairman, Consumer Exec.

(Last)

(First)

(Middle)

303 PEACHTREE STREET, N.E.

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2018

(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	02/14/2018		M		2,780.909	A	$ 70.07	137,146.593	D
Common Stock	02/14/2018		F		1,262	D	$ 70.07	135,884.593	D
Common Stock								1,313.4767	I ⁽¹⁾	401(k)

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

⁽⁹⁾

Common Stock

2,468.6119

Phantom Stock ⁽⁵⁾

⁽⁵⁾

02/09/2019

Common Stock

4,886

Phantom Stock ⁽⁵⁾

⁽⁵⁾

02/09/2019

Common Stock

45,235

Phantom Stock ⁽⁵⁾

⁽⁵⁾

02/09/2020

Common Stock

45,235

Option ⁽²⁾

$ 9.06

02/10/2012

02/10/2019

Common Stock

40,000

Option ⁽³⁾

$ 29.2

04/01/2012

04/01/2021

Common Stock

27,716

Option ⁽³⁾

$ 21.67

⁽³⁾

02/14/2022

Common Stock

55,400

Option ⁽³⁾

$ 27.41

02/26/2014

02/26/2023

Common Stock

14,949

Option ⁽³⁾

$ 27.41

02/26/2015

02/26/2023

Common Stock

14,949

Option ⁽³⁾

$ 27.41

02/26/2016

02/26/2023

Common Stock

14,948

Phantom Stock ⁽⁴⁾

⁽⁴⁾

02/14/2018

2,780.909

02/14/2018

02/14/2020

Common Stock

8,155.7308

⁽⁴⁾

5,374.8218

Common Stock ⁽⁷⁾

⁽⁷⁾

02/21/2017

02/21/2018

Common Stock

8,002.985

Phantom Stock ⁽⁷⁾

⁽⁶⁾

02/13/2018

39,471.38

02/13/2018

⁽⁶⁾

Common Stock

39,471.38

⁽⁶⁾

39,471.38

Phantom Stock ⁽⁸⁾

⁽⁸⁾

02/13/2018

4,416.9611

02/13/2019

⁽⁸⁾

Common Stock

4,416.9611

⁽⁸⁾

4,416.9611

Phantom Stock ⁽⁸⁾

⁽⁸⁾

02/13/2018

4,416.9611

02/13/2020

⁽⁸⁾

Common Stock

4,416.9611

⁽⁸⁾

4,416.9611

Phantom Stock ⁽⁸⁾

⁽⁸⁾

02/13/2018

4,416.9611

02/13/2021

⁽⁸⁾

Common Stock

4,416.9611

⁽⁸⁾

4,416.9611

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Chancy Mark A 303 PEACHTREE STREET, N.E. ATLANTA, GA 30308			Vice Chairman, Consumer Exec.

Signatures

Curt Phillips, Attorney-in-Fact for Mark A. Chancy		02/15/2018
^**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)	Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
(3)	Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. Award vests annually over the next three years.
(4)	Represents time-vested restricted stock unit award granted on February 14, 2017 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Award will be settled in Shares of common stock. The Restricted Unit award agreements contain tax withholding provisions which allow us to satisfy tax withholding obligations by netting shares.
(5)	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-03. Units will be settled in shares. The award agreement contains tax withholding features which allow us to withhold units to satisfy withholding obligations.
(6)	Represents performance-vested restricted stock units granted on February 10, 2015 under the SunTrust Banks, Inc. 2009 Stock Plan. Transaction represents the satisfaction of EPS/TSR/ROTCE performance conditions. Performance resulted in the award vesting at 120% of target. 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 tax withholding obligations.
(7)	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.
(8)	Represents time-vested restricted stock units granted on February 13, 2018 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 tax withholding obligations.
(9)	The phantom stock units were acquired under SunTrust Banks, Inc.'s Deferred Compensation Plan. These units convert to common stock on a one-for-one basis.

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