Suntrust Banks Form 4 SUNTRUST BANKS / Mark A Chancy 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^*

Chancy Mark A

(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)
Vice Chairman, Consumer Exec.

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2018

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	02/15/2018		M		39,471.368	A	$67.48	175,355.961	D
Common Stock	02/15/2018		F		17,901	D	$67.48	157,454.961	D
Common Stock								1,313.4767	I(1)	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(9)	(9)							(9)	(9)	Common Stock	2,468.6119		2,468.6119	D
Phantom Stock(5)	(5)							02/09/2019	02/09/2019	Common Stock	4,886		4,886	D
Phantom Stock(5)	(5)							02/09/2019	02/09/2019	Common Stock	45,235		45,235	D
Phantom Stock(5)	(5)							02/09/2020	02/09/2020	Common Stock	45,235		45,235	D
Option(2)	$9.06							02/10/2012	02/10/2019	Common Stock	40,000		40,000	D
Option(3)	$29.2							04/01/2012	04/01/2021	Common Stock	27,716		27,716	D
Option(3)	$21.67							(3)	02/14/2022	Common Stock	55,400		55,400	D
Option(3)	$27.41							02/26/2014	02/26/2023	Common Stock	14,949		14,949	D
Option(3)	$27.41							02/26/2015	02/26/2023	Common Stock	14,949		14,949	D
Option(3)	$27.41							02/26/2016	02/26/2023	Common Stock	14,948		14,948	D
Phantom Stock(4)	(4)							02/14/2018	02/14/2020	Common Stock	8,155.7308		5,374.8218	D
Common Stock(7)	(7)							02/21/2017	02/21/2018	Common Stock	8,002.985		8,002.985	D
Phantom Stock(6)	(6)	02/15/2018		M			39,471.38	02/13/2018	(6)	Common Stock	39,471.38	(6)	0	D
Phantom Stock(8)	(8)							02/13/2019	(8)	Common Stock	4,416.9611		4,416.9611	D
Phantom Stock(8)	(8)							02/13/2020	(8)	Common Stock	4,416.9611		4,416.9611	D
Phantom Stock(8)	(8)							02/13/2021	(8)	Common Stock	4,416.9611		4,416.9611	D

Explanation of Responses:

1. 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.

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

3. Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. Award vests annually over the next three years.

4. Represents time-vested restricted stock unit award granted on February 14, 2017 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Award will be settled in Shares of common stock. The Restricted Unit award agreements contain tax withholding provisions which allow us to satisfy tax withholding obligations by netting shares.

5. 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.

6. Represents performance-vested restricted stock units granted on February 10, 2015 under the SunTrust Banks, Inc. 2009 Stock Plan. Transaction represents the satisfaction of EPS/TSR/ROTCE performance conditions. Performance resulted in the award vesting at 120% of target. 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 tax withholding obligations.

7. 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.

8. Represents time-vested restricted stock units granted on February 13, 2018 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 tax withholding obligations.

9. The phantom stock units were acquired under SunTrust Banks, Inc.'s Deferred Compensation Plan. These units convert to common stock on a one-for-one basis.

Remarks:

	Curt Phillips, Attorney-in-Fact for Mark A. Chancy	02/20/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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