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, N.E.
(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
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2011
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 12/31/2011 D 17,543 D $17.7 227,503.596 D(1)
Common Stock 12,267 I Spouse
Common Stock 1,713.6164 I(2) 401(k)
Common Stock 8,184.882 I(3) GRAT
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(4) (4) (4) (4) Common Stock 7,949.446 7,949.446 D
Phantom Stock(5) (5) (5) (5) Common Stock 57,560.844 57,560.844 D
Phantom Stock(6) (6) 12/31/2011 A 32,012 (6) (6) Common Stock 32,012 (6) 32,012 D
Option(7) $54.28 02/11/2006 02/11/2013 Common Stock 100,000 100,000 D
Option(7) $73.19 02/10/2007 02/10/2014 Common Stock 100,000 100,000 D
Option(8) $73.14 02/08/2008 02/08/2015 Common Stock 60,000 60,000 D
Option(8) $71.03 02/14/2009 02/14/2016 Common Stock 100,000 100,000 D
Option(8) $85.06 02/13/2010 02/13/2017 Common Stock 163,000 163,000 D
Option(8) $64.58 02/12/2011 02/12/2018 Common Stock 250,000 250,000 D
Option(8) $9.06 12/31/2011 D 9,360 12/31/2011 02/10/2019 Common Stock 240,640 (8) 240,640 D
Option(9) $29.2 04/01/2012 04/01/2021 Common Stock 84,439 84,439 D
Explanation of Responses:
1. Reflects pro rata vesting upon retirement and netting of shares to satisfy applicable withholding taxes of restricted stock granted in 2009. Also reflects forfeiture of 62,913 shares of restricted stock granted in 2010.
2. Because the stock fund components of the 401(k) Plan is accounted for in unit accounting, the number of shares equivalents varies based on the closing price of SunTrust Stock on the applicable measurement date.
3. Includes shares acquired upon dividend reinvestment since reporting person's last report.
4. The reported phantom stock units were acquired under SunTrust Banks, Inc's Deferred Compensation Plan. These phantom stock units convert to common stock on a one-for-one basis.
5. Represents stock units granted under the SunTrust Banks, Inc. 2009 Stock Plan paid as salary. Remainder will be settled on March 31, 2012, unless settled earlier due to executive's death.
6. Reflects satisfaction of performance vesting condition (Tier 1 Capital) as of December 31, 2011 with respect to restricted stock units originally granted under the SunTrust Banks, Inc. 2009 Stock Plan on April 1, 2011. Grant was exempt pursuant to Rule 16b-3. Award remains subject to time-vesting criterion and will vest pro rata annually (i.e. one-third each year) and will vest post-retirement provided certain noncompetition and other restrictive covenants are performed.
7. Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.
8. Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
9. Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. Award vest annually over three years.
Remarks:
David A. Wisniewski, Attorney-in-Fact for James M. Wells III 01/04/2012
** 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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