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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.