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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gillani Aleem
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. Exec. Vice Pres and CFO
(Last)          (First)          (Middle)

303 PEACHTREE STREET, N.E.
3. Date of Earliest Transaction (MM/DD/YYYY)

2/21/2018
(Street)

ATLANTA, GA 30303
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/21/2018     M    5215.04   A $71.45   267104.876   D  
 
Common Stock   2/21/2018     F    2243   D $71.45   264861.876   D  
 
Common Stock                  7102.039   I   401(k)   (1)
Common Stock                  1500   I   Custodial Account   (2)
Common Stock                  950   I   IRA  
Common Stock                  400   I   Roth IRA  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) Common Stock   1083.7594     1083.7594   D  
 
Phantom Stock   (4)   (4)                  2/9/2019     (4) Common Stock   3632     3632   D  
 
Phantom Stock   (7)   (7)                  2/14/2018   2/14/2020   Common Stock   5773.5778     3804.7458   D  
 
Phantom Stock   (5)   (5) 2/21/2018     M         5215.04    2/21/2017   2/21/2018   Common Stock   5215.04     (5) 0   D  
 
Phantom Stock   (6)   (6)                  2/13/2020     (6) Common Stock   22084.8057     22084.8057   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)  Shares are held in a custodial account for the benefit of an adult familiy member over which account the reporting person has investment and voting control.
(3)  Acquired under the SunTrust Banks, Inc. Deferred Compensation Plan. These convert to common stock on a one-for-one basis.
(4)  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.
(5)  Represents performance stock which was granted on Feruary 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 130% is subject to a one year deferral.
(6)  Represents time-vested restricted stock uits granted on February 13, 2018 under the SunTrust Banks, Inc. 2009 Stock Plan. Award will vest on February 13, 2020 and will be settled in shares of common stock. The plan is exempt under Rule 16b-3. The award agreement contains tax withholding features which allow us to withhold units to satisfy tax withholding obligations.
(7)  Represents time-vested restricted stock units granted on February 14, 2017 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gillani Aleem
303 PEACHTREE STREET, N.E.
ATLANTA, GA 30303


Corp. Exec. Vice Pres and CFO

Signatures
Curt Phillips, Attorney-in-Fact for Aleem Gillani 2/23/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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