Suntrust Banks Form 4 SUNTRUST BANKS / Thomas E Freeman ownership change

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^*

Freeman Thomas E

(Last) (First) (Middle)

303 PEACHTREE STREET, N.E.

(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. EVP & Consumer Executive

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2017

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	02/09/2017		M		3,538.963	A	$57.73	222,003.91	D
Common Stock	02/09/2017		F		1,098	D	$57.73	220,905.91	D
Common Stock	02/10/2017		M		3,252.434	A	$57.76	224,158.344	D
Common Stock	02/10/2017		F		1,009	D	$57.76	223,149.344	D
Common Stock								651.6971	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 Units(3)	(3)							(3)	(3)	Common Stock	1,553.7806		1,553.7806	D
Phantom Stock(5)	(5)							02/21/2017	(5)	Common Stock	3,762		3,762	D
Phantom Stock	(6)	02/10/2017		M			3,252.434	02/10/2017	(6)	Common Stock	3,252.434	$57.76	0	D
Phantom Stock	(6)							02/10/2018	(6)	Common Stock	3,111		3,111	D
Phantom Stock(1)	(1)	02/09/2017		M			3,538.963	02/09/2017	02/09/2017	Common Stock	3,538.963	$57.73	0	D
Phantom Stock(1)	(1)							02/09/2018	02/09/2018	Common Stock	3,458		3,458	D
Phantom Stock(1)	(1)							02/09/2019	02/09/2019	Common Stock	3,459		3,459	D
Phantom Stock(1)	(1)							02/09/2018	02/09/2018	Common Stock	22,617		22,617	D
Phantom Stock(1)	(1)							02/09/2019	02/09/2019	Common Stock	22,618		22,618	D
Option(4)	$71.03							02/14/2009	02/14/2016	Common Stock	18,000		18,000	D
Option(4)	$85.06							02/13/2010	02/13/2017	Common Stock	20,000		20,000	D
Option(4)	$64.58							02/12/2011	02/12/2018	Common Stock	81,400		81,400	D

Explanation of Responses:

1. Represents time-vested restricted stock units granted on February 9, 2016 under the SunTrust Banks, Inc. 2009 Stock Plan. the plan is exempt under Rule 16b-03. Units will be settled in shares. The award agreement contains tax withholding features which allow us to withhold units to satisfy withholding obligations.

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 SunTrust Banks, Inc.'s Deferred Compensation Plan. These securities convert to common stock on a one-for-one basis.

4. Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan. Includes shares acquired upon dividend reinvestment.

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. 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 A. Wisniewski, Attorney-in-Fact for Thomas E. Freeman	02/13/2017
	** 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).
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