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*
Gillani Aleem
(Last) (First) (Middle)
303 PEACHTREE STREET, N.E.
(Street)
ATLANTA GA 30303
(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. Exex. Vice Pres and CFO
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2013
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 04/23/2013 M 7,301 A $21.67 83,419.813 D(1)
Common Stock 300 I Custodial Account(2)
Common Stock 2,300 I Custodial Account(3)
Common Stock 3,500 I Trust(4)
Common Stock 6,848.0541 I 401(k)(5)
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 (6) (6) (6) Common Stock 986.8754 986.8754 D
Phantom Stock(7) (7) (7) (7) Common Stock 2,707.813 2,707.81 D
Phantom Stock(8) (8) (8) (8) Common Stock 17,233.59 17,233.59 D
Option(9) $23.7 01/14/2013 01/14/2020 Common Stock 5,000 0 D
Option(9) $32.27 02/08/2014 02/08/2021 Common Stock 19,300 19,300 D
Option(10) $21.67 04/23/2013 M 7,301 (10) 02/14/2022 Common Stock 7,301 $21.67 37,099 D
Option(10) $27.41 02/26/2014 02/26/2023 Common Stock 11,464 11,464 D
Option(10) $27.41 02/26/2015 02/26/2023 Common Stock 11,464 11,464 D
Option(10) $27.41 02/26/2016 02/26/2023 Common Stock 11,465 11,465 D
Explanation of Responses:
1. Granted under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under SEC Rule 16b-3; includes 7,290 shares of restricted stock which vest on February 9, 2014.
2. Shares are held in a custodial account for the benefit of an adult familiy member over which account the reporting person has investment and voting control.
3. Shares are held in a custodial account for the benefit of a minor child of the reporting person over which account the reporting person has investment and voting control.
4. Shares are held in a family trust over which the reporting person has voting and investment control.
5. Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents vares based on the closing price of SunTrust stock on the applicable measurement date.
6. Acquired under the SunTrust Banks, Inc. Deferred Compensation Plan. These convert to common stock on a one-for-one basis.
7. Reflects satisfaction of performance vesting condition (Tier 1 Capital) as of December 31, 2011 with respect to restricted stock units originally granted under the SunTrust Banks, Inc. 2009 Stock Plan on April 26, 2011. Grant was exempt pursuant to Rule 16b-3. Award remains subject to time-vesting criterion and will vest pro rata annually (i.e. one-third each year) and will vest post-retirement provided certain noncompetition and other restrictive covenants are performed.
8. Represents restricted stock units, half of which vest on 2/14/2014 and half on 2/15/2015.
9. Granted under the SunTrust Banks, Inc. 2009 Stock Plan.
10. Granted pursuant to the SunTrust Banks, inc. 2009 Stock Plan. One third of the award vests each year for three years.
Remarks:
David A. Wisniewski, Attorney-in-Fact for Aleem Gillani 04/24/2013
** 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.