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*
Kuntz Thomas G
(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. Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2011
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 10/31/2011 F 1,323 D $19.73 97,240(1) D
Common Stock 10,000 I Kuntz Limited Partnership
Common Stock 6,370.595 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock(3) (3) (3) (3) Common Stock 1,746.6753 1,746.6753 D
Phantom Stock(4) (4) (4) (4) Common Stock 10,618.5396 10,618.5396 D
Option(5) $64.57 11/13/2004 11/13/2011 Common Stock 12,000 12,000 D
Option(5) $63.74 08/01/2005 08/02/2012 Common Stock 10,000 10,000 D
Option(5) $54.28 02/11/2006 02/11/2013 Common Stock 11,000 11,000 D
Option(5) $73.19 02/10/2007 02/10/2014 Common Stock 15,000 15,000 D
Option(6) $73.14 02/08/2008 02/08/2015 Common Stock 18,000 18,000 D
Option(6) $71.03 02/14/2009 02/14/2016 Common Stock 24,000 24,000 D
Option(6) $85.06 02/13/2010 02/13/2017 Common Stock 19,000 19,000 D
Option(6) $64.58 02/12/2011 02/12/2018 Common Stock 34,000 34,000 D
Option(6) $29.54 12/31/2011 12/31/2018 Common Stock 50,000 50,000 D
Option(6) $9.06 02/10/2012 02/10/2019 Common Stock 186,128 186,128 D
Option(7) $32.27 02/08/2014 02/08/2021 Common Stock 69,700 69,700 D
Explanation of Responses:
1. Includes the following shares which are subject to forfeiture: 25,400 which vest on 2/10/2012; 1,200 which vest on 6/20/2012; 1,200 which vest on 9/16/2012; 18,071 which vest on 12/16/2012; 1,200 which vest on 3/6/2013; 1,200 which vest on 7/14/2013; 22,000 which vest on 2/8/2014; and 316 which vest on 3/31/2016.
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. Represents stock units granted under the SunTrust Banks, Inc. 2009 Stock Plan and paid as salary which will be settled in cash on March 31, 2012 unless settled earlier due to the executive's death or disability or the company's change in control.
5. Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.
6. Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
7. Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan.
Remarks:
David A. Wisniewski, Attorney-in-Fact for Thomas G. Kuntz 11/02/2011
** 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).
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.