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*
WELLS JAMES M III
(Last) (First) (Middle)
303 PEACHTREE STREET
(Street)
ATLANTA GA 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2008
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)
Code V Amount (A) or (D) Price
Common Stock 08/21/2008 G V 50,916 D (3) 99,016 D
Common Stock 12,267 I Spouse
Common Stock 1,331.148 I 401(k)(1)
Common Stock 78,764 I Restricted Stock(2)
Common Stock 08/21/2008 G V 50,916 A (3) 50,916 I GRAT(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units(4) (4) (4) (4) Common Stock 4,253.0385 4,253.0385 D
Option $76.5 12/31/2001 12/31/2008 Common Stock 90,000 90,000 D
Option(5) $73.0625 12/31/2001 11/09/2009 Common Stock 15,000 15,000 D
Option(6) $50.5 03/06/2003 03/06/2010 Common Stock 24,000 24,000 D
Option(6) $50.5 03/06/2005 03/06/2010 Common Stock 16,000 16,000 D
Option(6) $51.125 12/31/2001 11/14/2010 Common Stock 15,000 15,000 D
Option(6) $51.125 11/14/2003 11/14/2010 Common Stock 35,000 35,000 D
Option(6) $64.57 12/31/2001 11/13/2011 Common Stock 15,000 15,000 D
Option(6) $64.57 11/13/2004 11/13/2011 Common Stock 60,000 60,000 D
Option(6) $54.28 02/11/2006 02/11/2013 Common Stock 100,000 100,000 D
Option(6) $73.19 02/10/2007 02/10/2014 Common Stock 100,000 100,000 D
Option(7) $73.14 02/08/2008 02/08/2015 Common Stock 60,000 60,000 D
Option(7) $71.03 02/14/2009 02/14/2016 Common Stock 100,000 100,000 D
Option(7) $85.06 02/13/2010 02/13/2017 Common Stock 163,000 163,000 D
Option(7) $64.58 02/12/2011 02/12/2018 Common Stock 250,000 250,000 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 granted under SunTrust Banks, Inc. 2004 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(b)-3. Includes 19,006 shares which vest on 2/14/2009 and 24,758 shares which vests on 2/13/2010.
3. This transaction is a gift by the reporting person to a grantor retained annuity trust.
4. The reported phantom stock units were acquired under SunTrust Banks, Inc.'s 401(k) excess benefit plan. These phantom stock units convert to common stock on a one-for-one basis.
5. Granted pursuant to the 1995 SunTrust Executive Stock Plan.
6. Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.
7. Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
Remarks:
David A. Wisniewski, Attorney-in-Fact for James M. Wells III 08/25/2008
** 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).
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