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^*

SHUFELDT R CHARLES

(Last)

(First)

(Middle)

303 PEACHTREE STREET

(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)
	Corporate Exec. Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2006

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	02/05/2006		M		4,800	A	$70.34	19,447	D
Common Stock	02/05/2006		F		1,590	D	$70.34	17,857	D
Common Stock								7,787	I	Spouse
Common Stock								3,546.739	I	401(k)⁽¹⁾
Common Stock								29,810	I	Restricted Stock⁽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 Units⁽³⁾	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	889.4686		889.4686	D
Phantom Stock Units⁽⁴⁾	⁽⁴⁾	02/05/2006		M			4,800	⁽⁴⁾	⁽⁴⁾	Common Stock	4,800	$70.34	14,400	D
Option⁽⁵⁾	$73.0625							11/09/2002	11/09/2009	Common Stock	5,000		5,000	D
Option⁽⁶⁾	$51.125							11/14/2003	11/14/2010	Common Stock	9,350		9,350	D
Option⁽⁶⁾	$64.57							11/13/2004	11/13/2011	Common Stock	10,000		10,000	D
Option⁽⁶⁾	$61.54							02/01/2005	02/01/2012	Common Stock	7,000		7,000	D
Option⁽⁶⁾	$54.28							02/11/2006	02/11/2013	Common Stock	12,000		12,000	D
Option⁽⁶⁾	$73.19							02/10/2007	02/10/2014	Common Stock	18,000		18,000	D
Option⁽⁷⁾	$73.14							02/08/2008	02/08/2015	Common Stock	18,000		18,000	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, 1995 SunTrust Executive Stock Plan and SunTrust Banks, Inc. 2000 Stock Plan. Subject to certain vesting conditions. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. All plans are exempt under Rule 16(b)-3.

3. The reported phantom stock units were acquired under SunTrust Banks, Inc.'s 401(k) excess benefit plan. These securities convert to common stock on a one-for-one basis.

4. Granted in exchange for restricted stock. Will be paid out on various dates. These securities 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:

	Raymond D. Fortin, Attorney-in-Fact for R. Charles Shufeldt	02/07/2006
	** 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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