Suntrust Banks Form 4 SUNTRUST BANKS / WILLIAM H ROGERS JR 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^*

ROGERS WILLIAM H JR

(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)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2017

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	02/28/2017		M		67,000	A	$29.54	549,209.933	D
Common Stock	02/28/2017		M		49,700	A	$9.06	598,909.933	D
Common Stock	02/28/2017		S		96,960	D	(1)	501,949.933	D
Common Stock								8,078.7529	I	401(k)(2)

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(3)	(3)							(3)	(3)	Common Stock	1,826.5218		1,826.5218	D
Phantom Stock(5)	(5)							(5)	(5)	Common Stock	17,813.319		17,813.319	D
Phantom Stock	(7)							02/10/2018	(7)	Common Stock	12,221		12,221	D
Phantom Stock(8)	(8)							02/09/2018	02/09/2018	Common Stock	13,586		13,586	D
Phantom Stock(8)	(8)							02/09/2019	02/09/2019	Common Stock	13,587		13,587	D
Option(4)	$64.58							02/12/2011	02/12/2018	Common Stock	88,800		88,800	D
Option(4)	$29.54	02/28/2017		M			67,000	12/31/2011	12/31/2018	Common Stock	67,000	$29.54	0	D
Option(5)	$9.06	02/28/2017		M			49,700	02/10/2012	02/10/2019	Common Stock	49,700	$9.06	116,300	D
Option(5)	$29.2							04/01/2012	04/01/2021	Common Stock	84,439		84,439	D
Option(5)	$21.67							(6)	02/14/2022	Common Stock	136,200		136,200	D
Option(5)	$27.41							02/26/2014	02/26/2023	Common Stock	36,707		36,707	D
Option(5)	$27.41							02/26/2015	02/26/2023	Common Stock	36,707		36,707	D
Option(5)	$27.41							02/26/2016	02/26/2023	Common Stock	36,707		36,707	D
Phantom Stock(9)	(9)							02/21/2017	02/21/2017	Common Stock	50,089.689		50,089.689	D
Phantom Stock(10)	(10)							02/21/2017	02/21/2018	Common Stock	20,030.867		20,030.867	D

Explanation of Responses:

1. Sold at prices ranging from $59.29 to $59.38.

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. Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.

5. Granted pursuent to the SunTrust Banks, Inc. 2009 Stock Plan.

6. 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.

7. 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.

8. 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-3. Units will be settled in shares. The award agreement contains tax withholding features which allow us to withhold units to satisfy withholding obligations.

9. Represents restricted stock unit award granted on February 21, 2014 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Transaction represents the satisfaction of EPS/TSR/ROTCE performance conditions. The Restricted Stock Unit award agreements contain tax withholding provisions which allow us to satisfy tax withholding obligations by netting shares. Award will vest on February 21, 2017 and will be settled in shares of common stock.

10. Represents performance stock which was granted on February 21, 2014 and which vested on February 21, 2017. Award is settled in common stock. Because exceptional performance resulted in the award vesting at greater than 130% of target, the amount that vested in excess of 130% is subject to a one year deferral.

Remarks:

	David A. Wisniewski, Attorney-in-Fact for William H. Rogers, Jr.	03/01/2017
	** Signature of Reporting Person	Date
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