SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROGERS WILLIAM H JR

(Last)

(First)

(Middle)

303 PEACHTREE STREET, N.E.

(Street)

ATLANTA

30308

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2015

4. 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 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	02/13/2015		M		27,268.826	A	$41.57	165,546.672	D⁽¹⁾
Common Stock	02/13/2015		M		81,702.796	A	$41.57	247,249.468	D
Common Stock	02/13/2015		F		8,923	D	$41.57	238,326.468	D
Common Stock	02/13/2015		F		39,177	D	$41.57	199,149.468	D
Common Stock								7,950.6676	I	401(k)⁽²⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock⁽³⁾	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	1,747.0931		1,747.0931	D
Phantom Stock⁽⁴⁾	⁽⁴⁾	02/13/2015		M		27,268.826		02/24/2014	02/24/2022	Common Stock	27,268.826	$41.57	0	D
Phantom Stock⁽⁴⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	8,978		17,813.319	D
Phantom Stock⁽⁷⁾	⁽⁷⁾							02/21/2015	⁽⁷⁾	Common Stock	13,449		13,449	D
Phantom Stock⁽⁷⁾	⁽⁷⁾							02/21/2016	⁽⁷⁾	Common Stock	13,449		13,449	D
Phantom Stock⁽⁷⁾	⁽⁷⁾							02/21/2017	⁽⁷⁾	Common Stock	13,450		13,450	D
Phantom Stock	⁽⁸⁾							02/10/2016	⁽⁸⁾	Common Stock	12,221		12,221	D
Phantom Stock	⁽⁸⁾							02/10/2017	⁽⁸⁾	Common Stock	12,221		12,221	D
Phantom Stock	⁽⁸⁾							02/10/2018	⁽⁸⁾	Common Stock	12,221		12,221	D
Option⁽⁵⁾	$71.03							02/14/2009	02/14/2016	Common Stock	32,000		32,000	D
Option⁽⁵⁾	$85.06							02/13/2010	02/13/2017	Common Stock	35,000		35,000	D
Option⁽⁵⁾	$64.58							02/12/2011	02/12/2018	Common Stock	88,800		88,800	D
Option⁽⁵⁾	$29.54							12/31/2011	12/31/2018	Common Stock	100,000		100,000	D
Option⁽⁶⁾	$29.2							04/01/2012	04/01/2021	Common Stock	84,439		84,439	D
Option⁽⁶⁾	$21.67							⁽⁷⁾	02/14/2022	Common Stock	136,200		136,200	D
Option⁽⁶⁾	$27.41							02/26/2014	02/26/2023	Common Stock	36,707		36,707	D
Option⁽⁶⁾	$27.41							02/26/2015	02/26/2023	Common Stock	36,707		36,707	D
Option⁽⁶⁾	$27.41							02/26/2016	02/26/2023	Common Stock	36,707		36,707	D

Explanation of Responses:

1. Includes restricted stock granted under SunTrust Banks, Inc. 2004 Stock Plan and the 2009 Stock Plan. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. This plan is exempt under Rule 16(3)-3.

2. 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.

3. 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.

4. Represents satisfaction of return on asset performance condition of performance-vested restricted stock units granted on 2/14/2012. Granted under the 2009 Stock Plan. Award will settle in shares in February, 2015.

5. Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.

6. Granted pursuent to the SunTrust Banks, Inc. 2009 Stock Plan.

7. 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.

8. 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.

Remarks:

	David A. Wisniewski, Attorney-in-Fact for William H. Rogers, Jr.	02/17/2015
	** 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).
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