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^*

Chancy Mark A

(Last)

(First)

(Middle)

303 PEACHTREE STREET, N.E.

(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)
Vice Chairman, Consumer Exec.

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2019

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	11/21/2019		S		15,000	D	$70.1187⁽⁷⁾	195,156.926	D
Common Stock								1,317.6715	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)
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⁽³⁾	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	2,579.6636		2,579.6636	D
Phantom Stock Units⁽²⁾	⁽²⁾							02/09/2020	02/09/2020	Common Stock	49,869.194		49,869.194	D
Option⁽⁴⁾	$27.41							02/26/2014	02/26/2023	Common Stock	14,949		14,949	D
Option⁽⁴⁾	$27.41							02/26/2015	02/26/2023	Common Stock	14,949		14,949	D
Option⁽⁴⁾	$27.41							02/26/2016	02/26/2023	Common Stock	14,948		14,948	D
Phantom Stock Units⁽²⁾	⁽²⁾							02/14/2020	⁽²⁾	Common Stock	8,155.7308		2,928.749	D
Phantom Stock Units⁽²⁾	⁽²⁾							02/13/2020	⁽²⁾	Common Stock	4,544.834		4,544.834	D
Phantom Stock Units⁽²⁾	⁽²⁾							02/13/2021	⁽²⁾	Common Stock	4,652.47		4,652.47	D
Phantom Stock Units⁽⁵⁾	⁽⁵⁾							02/08/2020	⁽⁵⁾	Common Stock	18,768.517		18,768.517	D
Phantom Stock Units⁽⁵⁾	⁽⁵⁾							02/08/2021	⁽⁵⁾	Common Stock	18,767.494		18,767.494	D
Phantom Stock Units⁽⁵⁾	⁽⁵⁾							02/08/2022	⁽⁵⁾	Common Stock	18,767.494		18,767.494	D
Phantom Stock Units⁽⁶⁾	⁽⁶⁾							02/09/2019	⁽⁶⁾	Common Stock	3,770.144⁽⁶⁾		3,770.144⁽⁶⁾	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. Represents time-vested restricted stock units granted 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.

3. 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.

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

5. Represents time-vested restricted stock units granted under the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation 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 9, 2016 under the SunTrust Banks, Inc. 2009 Stock Plan. Transaction represents the saisfaction of EPS/ROTCE/TSR performance conditions. Performance resulted in the award vesting at 140% of target; because 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 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 satisfy withholding obligations. Units will be settled in shares.

7. The price reported in Column 4 is the weighted average price. The shares were sold in multiple transactions at prices ranging from $70.10 to $70.155. The reporting person has provided to SunTrust Banks, Inc. full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	Curt Phillips, Attorney-in-Fact for Mark A. Chancy	11/21/2019
	** 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).
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