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^*

MISTRETTA JOHN J

(Last)

(First)

(Middle)

ONE COMMERCE SQUARE

(Street)

MEMPHIS

38150

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL COMMERCE FINANCIAL CORP [ NCF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Human Resources Director

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2004

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	10/01/2004⁽¹⁾		M		26,094	D	$34.4578	0	D
Common Stock	10/01/2004⁽¹⁾		M		3,250	D	$34.4578	0	I	by IRA

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)
Incentive Stock Option (right to buy)	$21.9388	10/01/2004⁽¹⁾		U			817	08/10/1999	08/10/2008	Common Stock	817	$34.4578	0	D
Incentive Stock Option (right to buy)	$22.7041	10/01/2004⁽¹⁾		U			4,141	03/05/2000	03/22/2009	Common Stock	4,141	$34.4578	0	D
Incentive Stock Option (right to buy)	$23.94	10/01/2004⁽¹⁾		U			4,178	01/14/2004	01/14/2013	Common Stock	4,178	$34.4578	0	D
Incentive Stock Option (right to buy)	$24.75	10/01/2004⁽¹⁾		U			10,025	01/16/2002	01/16/2011	Common Stock	10,025	$34.4578	0	D
Incentive Stock Option (right to buy)	$25.8	10/01/2004⁽¹⁾		U			3,875	01/15/2003	01/15/2012	Common Stock	3,875	$34.4578	0	D
Incentive Stock Option (right to buy)	$27.82	10/01/2004⁽¹⁾		U			3,594	01/21/2005	01/21/2014	Common Stock	3,594	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$16.2245	10/01/2004⁽¹⁾		U			4,947	03/16/2001	03/16/2010	Common Stock	4,947	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$17.625	10/01/2004⁽¹⁾		U			4,130	08/01/2001	08/01/2010	Common Stock	4,130	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$19.375	10/01/2004⁽¹⁾		U			4,000	09/18/2002	09/18/2008	Common Stock	4,000	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$19.9375	10/01/2004⁽¹⁾		U			1,128	01/15/2002	11/15/2008	Common Stock	1,128	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$21.9388	10/01/2004⁽¹⁾		U			1,633	08/10/1999	08/10/2008	Common Stock	1,633	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$22.41	10/01/2004⁽¹⁾		U			2,000	10/15/2007	10/15/2011	Common Stock	2,000	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$22.7041	10/01/2004⁽¹⁾		U			4,434	03/22/2000	03/22/2009	Common Stock	4,434	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$23.69	10/01/2004⁽¹⁾		U			4,000	12/31/2008	12/31/2012	Common Stock	4,000	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$23.94	10/01/2004⁽¹⁾		U			17,822	01/14/2004	01/14/2013	Common Stock	17,822	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$24.02	10/01/2004⁽¹⁾		U			4,000	07/30/2009	07/30/2013	Common Stock	4,000	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$24.13	10/01/2004⁽¹⁾		U			4,911	07/30/2004	03/16/2010	Common Stock	4,911	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$24.34	10/01/2004⁽¹⁾		U			1,400	12/11/2007	12/11/2011	Common Stock	1,400	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$24.38	10/01/2004⁽¹⁾		U			600	12/11/2007	12/11/2011	Common Stock	600	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$24.75	10/01/2004⁽¹⁾		U			6,275	01/16/2002	01/16/2011	Common Stock	6,275	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$25.8	10/01/2004⁽¹⁾		U			14,825	01/15/2003	01/15/2012	Common Stock	14,825	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$27.1	10/01/2004⁽¹⁾		U			25,000	12/19/2006	12/19/2013	Common Stock	25,000	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$27.82	10/01/2004⁽¹⁾		U			26,406	01/21/2005	01/21/2014	Common Stock	26,406	$34.4578	0	D
Phantom Stock Units⁽²⁾	$0	10/01/2004⁽¹⁾		U			890	08/08/1988⁽³⁾	08/08/1988	Common Stock	890	$34.4578	0	D
Phantom Stock Units	$0	10/01/2004⁽¹⁾		U			5	09/09/1999	09/09/1999	Common Stock	5	$34.4578	0	D

Explanation of Responses:

1. Each of the Reporting Person's shares of Issuer common stock were surrendered and exchanged for .4953 shares of SunTrust Banks, Inc. ("STI") common stock as a result of the merger of Issuer into STI. Fractional shares and shares acquired throught the reinvestment of dividends on September 15, 2004, if any, were converted into cash equivalent to $34.4578 per share. Additionally, each of the Reporting Person's stock options with the right to buy Issuer common stock were converted into .4953 options with the right to buy STI common stock and each of the Reporting Person's shares of phantom stock, if any, were converted into .4953 shares of STI phantom stock.

2. Pursuant to the Issuer's Equity Investment Plan. One-for-one conversion to common stock of Issuer.

3. Pursuant to Issuer's Equity Investment Plan.

	By: Naudain L Machen For: John J Mistretta	10/04/2004
	** 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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