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^*

Smith Dorinda C

(Last)

(First)

(Middle)

303 PEACHTREE STREET, NE

(Street)

ATLANTA

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)
	Pres & CEO SunTrust Mortgage

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2016

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	02/10/2016		M		858.346	A	$32.84	955.937	D
Common Stock	02/10/2016		F		330	D	$32.84	625.937	D
Common Stock								97.5908	I	401(k)⁽¹⁾

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⁽²⁾	⁽²⁾							02/11/2016	⁽²⁾	Common Stock	506.817		506.817	D
Phantom Stock⁽²⁾	⁽²⁾							02/11/2017	⁽²⁾	Common Stock	505.782		505.782	D
Phantom Stock⁽²⁾	⁽²⁾							02/11/2016	⁽²⁾	Common Stock	101.364		101.364	D
Phantom Stock⁽²⁾	⁽²⁾							02/11/2017	⁽²⁾	Common Stock	100.328		100.328	D
Phantom Stock⁽²⁾	⁽²⁾							02/11/2017	⁽²⁾	Common Stock	852.598		852.598	D
Phantom Stock⁽²⁾	⁽²⁾							02/11/2018	⁽²⁾	Common Stock	852.599		852.599	D
Phantom Stock⁽²⁾	⁽²⁾	02/10/2016		M			858.346	02/10/2016	⁽²⁾	Common Stock	858.346	⁽²⁾	0	D
Phantom Stock⁽²⁾	⁽²⁾	02/09/2016		A		1,221		02/09/2017	⁽²⁾	Common Stock	1,221	⁽²⁾	1,221	D
Phantom Stock⁽²⁾	⁽²⁾	02/09/2016		A		1,221		02/09/2018	⁽²⁾	Common Stock	1,221	⁽²⁾	1,221	D
Phantom Stock⁽²⁾	⁽²⁾	02/09/2016		A		1,222		02/09/2019	⁽²⁾	Common Stock	1,222	⁽²⁾	1,222	D

Explanation of Responses:

1. 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.

2. Represnents time-vested restricted stock granted under SunTrust Banks, Inc. 2004 Stock Plan and the 2009 Stock Plan. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. This plan is exempt under Rule 16(b)-3.

Remarks:

	David Wisniewski, Attorney-in-Fact for Dorinda C. Smith	02/11/2016
	** 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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