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*
Chancy Mark A

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Corp. EVP-Wholesale Bank Exec
3. Date of Earliest Transaction (Month/Day/Year)
01/28/2016
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 01/28/2016 S 14,605 D $35.46 72,169.425 D (1)
Common Stock 1,321.32 I (2) 401(k)
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 (3) (3) (3) (3) Common Stock 2,359.1181 2,359.1181 D
Phantom Stock (6) (6) 02/21/2016 (6) Common Stock 5,373 5,373 D
Phantom Stock (6) (6) 02/21/2017 (6) Common Stock 5,374 5,374 D
Phantom Stock (7) 02/10/2016 (7) Common Stock 4,395 4,395 D
Phantom Stock (7) 02/10/2017 (7) Common Stock 4,395 4,395 D
Phantom Stock (7) 02/10/2018 (7) Common Stock 4,394 4,394 D
Option (4) $71.03 02/14/2009 02/14/2016 Common Stock 45,000 45,000 D
Option (4) $85.06 02/13/2010 02/13/2017 Common Stock 42,000 42,000 D
Option (4) $64.58 02/12/2011 02/12/2018 Common Stock 115,000 115,000 D
Option (4) $29.54 12/31/2011 12/31/2018 Common Stock 75,000 75,000 D
Option (4) $9.06 02/10/2012 02/10/2019 Common Stock 125,000 125,000 D
Option (5) $29.2 04/01/2012 04/01/2021 Common Stock 27,716 27,716 D
Option (5) $21.67 (5) 02/14/2022 Common Stock 55,400 55,400 D
Option (5) $27.41 02/26/2014 02/26/2023 Common Stock 14,949 14,949 D
Option (5) $27.41 02/26/2015 02/26/2023 Common Stock 14,949 14,949 D
Option (5) $27.41 02/26/2016 02/26/2023 Common Stock 14,948 14,948 D
Explanation of Responses:
1. Includes restricted stock granted under SunTrust Banks, Inc. 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(b)-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 SunTrust Banks, Inc.'s Deferred Compensation Plan. These securities convert to common stock on a one-for-one basis.
4. Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
5. Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. Award vests annually over the next three years.
6. 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.
7. 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 Mark A. Chancy 01/29/2016
** 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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