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^*

Fortin Raymond D

(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)
	Corp. EVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2012

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	06/20/2012		F		390	D	$23.42	93,640⁽¹⁾	D
Common Stock								3,062.2221	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	1,785.7463		1,785.7463	D
Option⁽⁴⁾	$54.28							02/11/2006	02/11/2013	Common Stock	13,158		13,158	D
Option⁽⁴⁾	$73.19							02/10/2007	02/10/2014	Common Stock	15,000		15,000	D
Option⁽⁵⁾	$73.14							02/08/2008	02/08/2015	Common Stock	18,000		18,000	D
Option⁽⁵⁾	$71.03							02/14/2009	02/14/2016	Common Stock	20,000		20,000	D
Option⁽⁵⁾	$85.06							02/13/2010	02/13/2017	Common Stock	18,000		18,000	D
Option⁽⁵⁾	$64.58							02/12/2011	02/12/2018	Common Stock	33,500		33,500	D
Option⁽⁵⁾	$9.06							02/10/2012	02/08/2019	Common Stock	183,273		183,273	D
Option⁽⁶⁾	$32.27							02/08/2014	02/08/2021	Common Stock	66,300		66,300	D
Option⁽⁷⁾	$21.67							⁽⁷⁾	02/14/2022	Common Stock	30,000		30,000	D

Explanation of Responses:

1. Includes the following shares which are subject to forfeiture: 1,200 which vest on 9/16/2012; 1,367 which vest on 11/29/2012; 15,159 which vest on 12/16/2012; 1,200 which vest on 3/6/2013; 1,200 which vest on 7/14/2013; and 21,000 which vest on 2/8/2014.

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. Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.

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

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

7. Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. One third of the award vests each year for three years.

Remarks:

	David A. Wisniewski, Attorney-in-Fact for Raymond D. Fortin	06/22/2012
	** 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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