Edgar Filing: SUNTRUST BANKS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROGERS WILLIAM H JR

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)
Chairman and CEO

(Last)

(First)

(Middle)

303 PEACHTREE STREET, N.E.

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2014

(Street)

ATLANTA, GA 30308

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	04/22/2014		M		46,041.853	A	$ 39.79	160,355.846	D ⁽¹⁾
Common Stock	04/23/2014		F		22,078	D	$ 39.79	138,277.846	D ⁽¹⁾
Common Stock								7,831.5675	I	401(k) ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock ⁽³⁾

⁽³⁾

Common Stock

1,720.9444

Phantom Stock ⁽⁴⁾

⁽⁴⁾

02/24/2014

02/24/2022

Common Stock

26,791.319

Phantom Stock ⁽⁴⁾

⁽⁴⁾

Common Stock

8,978

17,813.319

Phantom Stock ⁽⁷⁾

⁽⁷⁾

02/21/2015

⁽⁷⁾

Common Stock

13,449

Phantom Stock ⁽⁷⁾

⁽⁷⁾

02/21/2016

⁽⁷⁾

Common Stock

13,449

Phantom Stock ⁽⁷⁾

⁽⁷⁾

02/21/2017

⁽⁷⁾

Common Stock

13,450

Option ⁽⁵⁾

$ 73.14

02/08/2008

02/08/2015

Common Stock

18,000

Option ⁽⁵⁾

$ 71.03

02/14/2009

02/14/2016

Common Stock

32,000

Option ⁽⁵⁾

$ 85.06

02/13/2010

02/13/2017

Common Stock

35,000

Option ⁽⁵⁾

$ 64.58

02/12/2011

02/12/2018

Common Stock

88,800

Option ⁽⁵⁾

$ 29.54

12/31/2011

12/31/2018

Common Stock

100,000

Option ⁽⁶⁾

$ 29.2

04/01/2012

04/01/2021

Common Stock

84,439

Option ⁽⁶⁾

$ 21.67

⁽⁷⁾

02/14/2022

Common Stock

136,200

Option ⁽⁶⁾

$ 27.41

02/26/2014

02/26/2023

Common Stock

36,707

Option ⁽⁶⁾

$ 27.41

02/26/2015

02/26/2023

Common Stock

36,707

Option ⁽⁶⁾

$ 27.41

02/26/2016

02/26/2023

Common Stock

36,707

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROGERS WILLIAM H JR 303 PEACHTREE STREET, N.E. ATLANTA, GA 30308			Chairman and CEO

Signatures

David A. Wisniewski, Attorney-in-Fact for William H. Rogers, Jr.		04/24/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 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(3)-3.
(2)	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.
(3)	The phantom stock units were acquired under the SunTrust Banks, Inc. Deferred Compensation Plan and convert to common stock on a one-to-one basis.
(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)	Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
(6)	Granted pursuent to the SunTrust Banks, Inc. 2009 Stock Plan.
(7)	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.

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