Form 4

FORM 4

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

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Mentzer, Carl F.

2. Issuer Name and Ticker or Trading Symbol
SunTrust Banks, Inc. - STI

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Executive Vice President                          

(Last)      (First)     (Middle)

303 Peachtree St.
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

58-1575035

4. Statement for
Month/Day/Year
January 31, 2003

(Street)

Atlanta, GA 30308

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

1/31/03

 

M

 

2,000

A

30.25

33,637

D

 

Common Stock

 

 

 

 

 

 

 

5,108

I

Spouse

Common Stock

 

 

 

 

 

 

 

5,729.908

I

401(k)(1)

Common Stock

 

 

 

 

 

 

 

3,804.269

I

Spouse's 401(k) (1)

Common Stock

 

 

 

 

 

 

 

33,200

I

Restricted Stock(2)
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).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Phantom Stock Units(3)

1 for 1

 

 

 

 

 

 

(3)

(3)

Common Stock

 

 

32,000

D

 

Phantom Stock Units(4)

1 for 1

 

 

 

 

 

(4)

(4)

Common Stock

 

 

1,345.532

D

 

Option(5)

30.25

1/31/03

 

M

 

 

2,000

(5)

8/8/05

Common Stock

2,000

 

2,500

D

 

Option(6)

73.0625

 

 

 

 

 

 

11/9/02

11/9/09

Common Stock

 

 

6,000

D

 

Option(7)

51.125

 

 

 

 

 

 

11/14/03

11/14/10

Common Stock

 

 

10,000

D

 

Option (7)

64.57

 

 

 

 

 

 

11/13/04

11/13/11

Common Stock

 

 

15,000

D

 

Explanation of Responses:

(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) Restricted stock held under 1986 SunTrust Executive Stock Plan and 1995 SunTrust Executive Stock Plan. Subject to certain vesting conditions. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. Both plans are exempt under Rule 16(b)-3.
(3) Granted in exchange for restricted stock. Will be paid out on various dates.
(4) The reported phantom stock units were acquired under SunTrust Banks, Inc.'s 401(k) excess benefit plan.
(5) This option became exercisable in 20% increments over 5 years, ending on 8/8/99. This option was granted pursuant to the 1995 SunTrust Executive Stock Plan.
(6) Granted pursuant to the 1995 SunTrust Executive Stock Plan.
(7) Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.
  By: /s/ Margaret Hodgson, Attorney-in-Fact for Carl F. Mentzer
              
**Signature of Reporting Person		 February 3, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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