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*
ROGERS WILLIAM H JR
(Last) (First) (Middle)
303 PEACHTREE STREET
(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)
Corporate Exec. Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2011
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 51,953 D(1)
Common Stock 02/11/2011 F 4,493 D $32.53 47,460 D(1)
Common Stock 7,648.5005 D(2)
Common Stock 02/10/2011 J 60 D (3) 0 I Custodian Account
Common Stock 68,717 D(4)
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 Units(5) (5) (5) (5) Common Stock 1,674.4381 1,674.4381 D
Phantom Stock Units(6) (6) (6) (6) Common Stock 44,700.3263 44,700.3263 D
Phantom Stock Units(7) (7) (7) (7) Common Stock 4,533.0479 4,533.0479 D
Option(8) $64.57 11/13/2004 11/13/2011 Common Stock 15,000 15,000 D
Option(8) $54.28 02/11/2006 02/11/2013 Common Stock 15,000 15,000 D
Option(8) $73.19 02/10/2007 02/10/2014 Common Stock 18,000 18,000 D
Option(9) $73.14 02/08/2008 02/08/2015 Common Stock 18,000 18,000 D
Option(9) $71.03 02/14/2009 02/14/2016 Common Stock 32,000 32,000 D
Option(9) $85.06 02/13/2010 02/13/2017 Common Stock 35,000 35,000 D
Option(9) $64.58 02/12/2011 02/12/2018 Common Stock 88,800 88,800 D
Option(9) $29.54 12/31/2011 12/31/2018 Common Stock 100,000 100,000 D
Explanation of Responses:
1. Includes 13,845 shares of restricted stock which vested on 02/11/2011.
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. Reflects transfer from reporting person to beneficiaries.
4. Restricted stock held under 1986 SunTrust Executive Stock Plan, 1995 SunTrust Executive Stock Plan, SunTrust Banks, Inc. 2000 Stock Plan, SunTrust Banks, Inc. 2004 Stock Plan and the 2009 Stock Plan. Subject to certain vesting conditions. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. All plans are exempt under Rule 16(b)-3. Includes 31,300 shares which vest on 02/10/2012 and 27,017 shares which vest on 12/16/2012.
5. 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.
6. Represents stock units granted under the SunTrust Banks, Inc. 2009 Stock Plan paid as salary. The stock units will be settled in cash one half on March 31, 2011 and one half on March 31, 2012, unless settled earlier due to the executive's death.
7. Represents stock units granted under the SunTrust Banks, Inc. 2009 Stock Plan paid as salary. The stock units will be settled in cash on March 15, 2012, unless settled earlier due to the executive's death.
8. Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.
9. Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
Remarks:
David A. Wisniewski, Attorney-in-Fact for William H. Rogers, Jr. 02/15/2011
** 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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