SEC FORM 4

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^*

Koebler Ellen

(Last)

(First)

(Middle)

303 PEACHTREE STREET, NE

(Street)

ATLANTA

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)
Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/08/2019		M		7,517.283	A	$71.04	7,517.924	D
Common Stock	11/08/2019		F		3,391	D	$71.04	4,126.924	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units⁽¹⁾	⁽¹⁾							11/14/2019	11/14/2019	Common Stock	4,410.157		4,410.157	D
Phantom Stock Units⁽¹⁾	⁽¹⁾							11/14/2019	11/14/2020	Common Stock	4,409.123		4,409.123	D
Phantom Stock Units⁽¹⁾	⁽¹⁾							11/14/2019	11/14/2021	Common Stock	4,408.09		4,408.09	D
Phantom Stock Units⁽¹⁾	⁽¹⁾							02/13/2020	⁽¹⁾	Common Stock	1,395.951		1,395.951	D
Phantom Stock Units⁽¹⁾	⁽¹⁾							02/13/2021	⁽¹⁾	Common Stock	1,394.898		1,394.898	D
Phantom Stock Units⁽¹⁾	⁽¹⁾							02/14/2020	⁽¹⁾	Common Stock	1,627.08		1,627.08	D
Phantom Stock Units⁽¹⁾	⁽¹⁾	11/08/2019		M			7,517.283	11/08/2019	⁽¹⁾	Common Stock	7,517.283	⁽¹⁾	0	D
Phantom Stock Units⁽²⁾	⁽²⁾							02/08/2020	⁽²⁾	Common Stock	7,508.022		7,508.022	D
Phantom Stock Units⁽²⁾	⁽²⁾							02/08/2021	⁽²⁾	Common Stock	7,506.998		7,506.998	D
Phantom Stock Units⁽²⁾	⁽²⁾							02/08/2022	⁽²⁾	Common Stock	7,506.997		7,506.997	D
Phantom Stock Units⁽²⁾	⁽²⁾							10/01/2022	⁽²⁾	Common Stock	36,944.355		36,944.355	D

Explanation of Responses:

1. Represents time-vested restricted stock units granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan or 2018 Omnibus Incentive Compensation Plan. These Plans are exempt under Rule 16b-3. Units will be settled in shares of common stock. The award agreements contain tax withholding features that allow us to withhold units to satisfy tax withholding obligations.

2. Represents time-vested restricted stock units granted under the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan. The plan is exempt under Rule 16b-3. Units will be settled in shares. The award agreements contain tax withholding features which allow us to withhold units to satisfy tax withholding obligations.

Remarks:

	Curt Phillips, Attorney-in-Fact for Ellen C. Koebler	11/12/2019
	** 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.
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