0000750556-19-000233.txt : 20191209 0000750556-19-000233.hdr.sgml : 20191209 20191209162948 ACCESSION NUMBER: 0000750556-19-000233 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: Case Scott CENTRAL INDEX KEY: 0001730625 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08918 FILM NUMBER: 191275557 MAIL ADDRESS: STREET 1: 214 N. TRYON STREET 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 0001730625 Case Scott 303 PEACHTREE STREET, NE ATLANTA GA 30308 0 1 0 0 Corp EVP & Chief Info Officer Common Stock 2019-12-06 4 D 0 953.067 D 0 D Phantom Stock Units 2019-12-06 4 D 0 1406.955 D 2020-02-13 2020-02-13 Common Stock 1406.955 0 D Phantom Stock Units 2019-12-06 4 D 0 1405.894 D 2021-02-13 2021-02-13 Common Stock 1405.894 0 D Phantom Stock Units 2019-12-06 4 D 0 7567.207 D 2020-02-08 2020-02-08 Common Stock 7567.207 0 D Phantom Stock Units 2019-12-06 4 D 0 7566.175 D 2021-02-08 2021-02-08 Common Stock 7566.175 0 D Phantom Stock Units 2019-12-06 4 D 0 7566.173 D 2022-02-08 2022-02-08 Common Stock 7566.173 0 D Phantom Stock Units 2019-12-06 4 D 0 37235.583 D 2022-10-01 2022-10-01 Common Stock 37235.583 0 D Phantom Stock Units 2019-12-06 4 A 0 13017.672 A 2021-02-13 2021-02-13 Common Stock 13017.672 13017.672 D Phantom Stock Units 2019-12-06 4 D 0 13017.672 D 2021-02-13 2021-02-13 Common Stock 13017.672 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 November 1, 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. Represents time-vested restricted stock units, each convertible into one share of SunTrust common stock, under the 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 time-vested restricted stock unit automatically converted into a BB&T time-vested retricted stock unit convertible into 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 time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 1,822 shares of BB&T common stock. These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 1,821 shares of BB&T common stock. These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 9,800 shares of BB&T common stock. These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 9,798 shares of BB&T common stock. These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 48,220 shares of BB&T common stock. Represents performance-vested restricted stock units, each convertible into one share of SunTrust common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. Transaction represents the satisfaction of all performance vesting conditions in connection with the Merger pursuant to the terms of the Merger Agreement. Awards remain subject to service-based vesting requirements, including a one-year deferral for awards as a result of performance-vesting conditions being met in excess of 130% of target. Represents performance-vested restricted stock units, each convertible into one share of SunTrust common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T restricted stock unit convertible into shares of BB&T common stock, with the underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Each BB&T restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust performance-vested restricted stock unit immediately prior to the effective time of the Merger. These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate of 16,858 shares of BB&T common stock. Curt Phillips, Attorney-in-Fact for Scott Case 2019-12-09