0000750556-19-000215.txt : 20191209 0000750556-19-000215.hdr.sgml : 20191209 20191209125333 ACCESSION NUMBER: 0000750556-19-000215 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191206 FILED AS OF DATE: 20191209 DATE AS OF CHANGE: 20191209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RATCLIFFE DAVID M CENTRAL INDEX KEY: 0001195258 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08918 FILM NUMBER: 191274793 MAIL ADDRESS: STREET 1: 214 N. TRYON STREET STREET 2: BIN 10115 CITY: CHARLOTTE STATE: NC ZIP: 28202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUNTRUST BANKS INC CENTRAL INDEX KEY: 0000750556 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 581575035 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 303 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045887711 MAIL ADDRESS: STREET 1: 303 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30308 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2019-12-06 1 0000750556 SUNTRUST BANKS INC STI 0001195258 RATCLIFFE DAVID M 303 PEACHTREE STREET, N.E. ATLANTA GA 30303 1 0 0 0 Common Stock 2019-12-06 4 D 0 20000 D 0 I Trust Common Stock 2019-12-06 4 D 0 1271 D 0 I LLC Phantom Stock 2019-12-06 4 D 0 27416.688 D Common Stock 27416.688 0 D Phantom Stock 2019-12-06 4 D 0 29149.597 D Common Stock 29149.597 0 D Disposed of in connection with the Agreement and Plan of Merger by and between SunTrust Banks, Inc. ("SunTrust") and BB&T Corporation ("BB&T"), dated February 7, 2019 and amended as of June 14, 2019 (the "Merger Agreement"), pursuant to which SunTrust was merged with and into BB&T, effective December 6, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of SunTrust common stock was exchanged for 1.295 shares of BB&T common stock. The closing price of BB&T common stock on the New York Stock Exchange on the effective date of the Merger was $54.24. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of SunTrust common stock. Shares held by a limited liability company that the reporting person controls. Represents phantom stock units under SunTrust Banks, Inc. 2009 Stock Plan or the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust phantom stock unit automatically converted into a BB&T phantom stock unit in respect of shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Each BB&T phantom stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust phantom stock unit immediately prior to the effective time of the Merger. These phantom stock units were replaced with BB&T phantom stock units in respect of an aggregate 35,505 shares of BB&T common stock. Represents phantom stock units under the SunTrust Banks, Inc. Directors' Deferred Compensation Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust phantom stock unit automatically converted into a BB&T phantom stock unit in respect of shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Each BB&T phantom stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust phantom stock unit immediately prior to the effective time of the Merger. These phantom stock units were replaced with BB&T phantom stock units in respect of an aggregate 37,749 shares of BB&T common stock. Curt Phillips, Attorney-in-Fact for David M. Ratcliffe 2019-12-09