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^*

Gillani Aleem

(Last)

(First)

(Middle)

303 PEACHTREE STREET, N.E.

(Street)

ATLANTA

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)
02/26/2014

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	02/26/2014		M		14,800	A	$21.67	103,248.83	D⁽¹⁾
Common Stock	02/26/2014		M		11,465	A	$27.41	114,713.83	D⁽¹⁾
Common Stock	02/26/2014		M		19,300	A	$32.27	134,013.83	D⁽¹⁾
Common Stock	02/26/2014		F		17,940	D	$37.36	116,073.83	D⁽¹⁾
Common Stock								6,884.3552	I	401(k)⁽⁴⁾
Common Stock								2,300	I	Custodial Account⁽²⁾
Common Stock								3,500	I	Trust⁽³⁾

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)
Phantom Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	995.8049		995.8049	D
Phantom Stock⁽⁶⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	2,732.31		2,732.31	D
Phantom Stock⁽¹⁰⁾	⁽¹⁰⁾							02/21/2015	⁽¹⁰⁾	Common Stock	3,423		3,423	D
Phantom Stock⁽¹⁰⁾	⁽¹⁰⁾							02/21/2016	⁽¹⁰⁾	Common Stock	3,424		3,424	D
Phantom Stock⁽¹⁰⁾	⁽¹⁰⁾							02/21/2017	⁽¹⁰⁾	Common Stock	3,424		3,424	D
Phantom Stock⁽⁷⁾	⁽⁷⁾							02/14/2014	02/14/2022	Common Stock	5,804.727		5,804.727	D
Option⁽⁸⁾	$32.27	02/26/2014		M		19,300		02/08/2014	02/08/2021	Common Stock	19,300	$32.27	0	D
Option⁽⁹⁾	$21.67	02/26/2014		M		14,800		⁽⁹⁾	02/14/2022	Common Stock	14,800	$21.67	14,799	D
Option⁽⁹⁾	$27.41	02/26/2014		M		11,465		02/26/2014	02/26/2023	Common Stock	11,465	$27.41	0	D
Option⁽⁹⁾	$27.41							02/26/2015	02/26/2023	Common Stock	11,464		11,464	D
Option⁽⁹⁾	$27.41							02/26/2016	02/26/2023	Common Stock	11,464		11,464	D

Explanation of Responses:

1. Granted under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under SEC Rule 16b-3.

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 family trust over which the reporting person has voting and investment control.

4. 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.

5. Acquired under the SunTrust Banks, Inc. Deferred Compensation Plan. These convert to common stock on a one-for-one basis.

6. 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. Includes shares acquired upon dividend reinvestment.

7. Represents satisfaction of return on asset performance condition of performance-vested restricted stock units granted on 2/14/2012. Granted under the 2009 Stock Plan. Award will settle in shares in February, 2015.

8. Granted under the SunTrust Banks, Inc. 2009 Stock Plan.

9. Granted pursuant to the SunTrust Banks, inc. 2009 Stock Plan. One third of the award vests each year for three years.

10. 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.

Remarks:

	David A. Wisniewski, Attorney-in-Fact for Aleem Gillani	02/27/2014
	** 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).
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