Suntrust Banks Form 4 SUNTRUST BANKS / ELLEN M FITZSIMMONS 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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X

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^*

FITZSIMMONS ELLEN M

(Last) (First) (Middle)

303 PEACHTREE STREET, NE

(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 & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2019

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	12/06/2019		D		1,215.728	D	(1)	0	D
Common Stock	12/06/2019		D		42	D	(1)	0	I	Trust

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	(2)	12/06/2019		D			1,876.297	02/13/2020	02/13/2020	Common Stock	1,876.297	(3)	0	D
Phantom Stock Units	(2)	12/06/2019		D			1,876.233	02/13/2021	02/13/2021	Common Stock	1,876.233	(4)	0	D
Phantom Stock Units	(2)	12/06/2019		D			7,567.207	02/08/2020	02/08/2020	Common Stock	7,567.207	(5)	0	D
Phantom Stock Units	(2)	12/06/2019		D			7,566.175	02/08/2021	02/08/2021	Common Stock	7,566.175	(6)	0	D
Phantom Stock Units	(2)	12/06/2019		D			7,566.173	02/08/2022	02/08/2022	Common Stock	756.173	(6)	0	D
Phantom Stock Units	(2)	12/06/2019		D			37,235.583	10/01/2022	10/01/2022	Common Stock	37,235.583	(7)	0	D
Phantom Stock Units	(8)	12/06/2019		A		17,356.896		02/13/2021	02/13/2021	Common Stock	17,356.896	(8)	17,356.896	D
Phantom Stock Units	(9)	12/06/2019		D			17,356.896	02/13/2021	02/13/2021	Common Stock	17,356.896	(10)	0	D

Explanation of Responses:

1. 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 December 6, 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.

2. 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.

3. These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 2,430 shares of BB&T common stock.

4. These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 2,430 shares of BB&T common stock.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate of 22,477 shares of BB&T common stock.

Remarks:

	Curt Phillips, Attorney-in-Fact for Ellen Fitzsimmons	12/09/2019
	** Signature of Reporting Person	Date
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