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*
Cheriyan Anil T
(Last) (First) (Middle)
303 PEACHTREE STREET, NE
(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 Ex Vice Pres & CIO
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2015
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 02/13/2015 M 4,369.641 A $41.57 21,261.641 D(1)
Common Stock 02/13/2015 M 13,108.932 A $41.57 34,370.573 D
Common Stock 02/13/2015 F 1,513 D $41.57 32,857.573 D
Common Stock 02/13/2015 F 4,372 D $41.57 28,485.573 D
Common Stock 18.7738 I(2) 401(k)
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(4) (4) 02/13/2015 M 4,369.641 02/14/2014 02/14/2022 Common Stock 4,369.641 $41.57 0 D
Phantom Stock(5) (5) 02/21/2015 (5) Common Stock 3,423 3,423 D
Phantom Stock(5) (5) 02/21/2016 (5) Common Stock 3,424 3,424 D
Phantom Stock(5) (5) 02/21/2017 (5) Common Stock 3,424 3,424 D
Phantom Stock (7) 02/10/2016 (7) Common Stock 3,111 3,111 D
Phantom Stock (7) 02/10/2017 (7) Common Stock 3,111 3,111 D
Phantom Stock (7) 02/10/2018 (7) Common Stock 3,111 3,111 D
Option(1) $23.68 04/24/2014 04/24/2022 Common Stock 24,692 24,692 D
Option(1) $23.68 (3) 04/24/2022 Common Stock 49,383 49,383 D
Option(6) $27.41 02/26/2014 02/26/2023 Common Stock 11,464 11,464 D
Option(6) $27.41 02/26/2015 02/26/2023 Common Stock 11,464 11,464 D
Option(6) $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. Grant is exempt under Rule 16b-3.
2. Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number os share equivalents varies based on the closing price of SunTrust stock on the applicable measurement date.
3. Award vests pro rata annually over three years.
4. 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.
5. 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.
6. Granted under the SunTrust Banks, inc. 2009 Stock Plan. One third of the award vests each year for three years.
7. Represents time-vested restricted stock units granted on February 10, 2015 under the 2009 Stock Plan. the Plan is exempt under Rule 16b-3. The restricted stock unit award agreements contain tax withholding features which allow us to withhold units to satisfly withholding obligations. Units will be settled in shares.
Remarks:
David Wisniewski, Attorney-in-Fact for Anil T. Cheriyan 02/17/2015
** 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.
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