Edgar Filing: SUNTRUST BANKS INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Lienhard Jerome T

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)
Pres & CEO, SunTrust Mortgage

(Last)

(First)

(Middle)

303 PEACHTREE STREET, N.E.

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2014

(Street)

ATLANTA, GA 30303

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	07/23/2014		S		9,445	D	⁽¹⁾	32,841	D ⁽²⁾

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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock ⁽³⁾

⁽³⁾

Common Stock

1,188.0333

Phantom Stock ⁽⁴⁾

⁽⁴⁾

02/14/2014

02/14/2022

Common Stock

2,282.854

Phantom Stock ⁽⁸⁾

⁽⁸⁾

02/21/2015

⁽⁸⁾

Common Stock

2,315

Phantom Stock ⁽⁸⁾

⁽⁸⁾

02/21/2016

⁽⁸⁾

Common Stock

2,315

Phantom Stock ⁽⁸⁾

⁽⁸⁾

02/21/2017

⁽⁸⁾

Common Stock

2,316

Option ⁽⁵⁾

$ 64.58

02/12/2011

02/12/2018

Common Stock

22,000

Option ⁽⁵⁾

$ 9.06

02/10/2012

02/10/2019

Common Stock

40,400

Option ⁽⁶⁾

$ 27.5

04/26/2014

04/26/2021

Common Stock

7,226

Option ⁽⁶⁾

$ 32.27

02/08/2014

02/08/2021

Common Stock

19,050

Option ⁽⁶⁾

$ 23.68

04/24/2015

04/24/2022

Common Stock

6,173

Option ⁽⁷⁾

$ 27.41

02/26/2014

02/26/2023

Common Stock

6,748

Option ⁽⁷⁾

$ 27.41

02/26/2015

02/26/2023

Common Stock

6,748

Option ⁽⁷⁾

$ 27.41

02/26/2016

02/26/2023

Commons Stock

6,747

Option ⁽⁷⁾

$ 21.67

⁽⁷⁾

02/14/2022

Common Stock

11,666

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lienhard Jerome T 303 PEACHTREE STREET, N.E. ATLANTA, GA 30303			Pres & CEO, SunTrust Mortgage

Signatures

David A. Wisniewski, Attorney-in-Fact for Jerome T. Lienhard		07/24/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	- Sold at various prices ranging from $38.10 to $38.33.
(2)	- Includes the following shares which are subject to forteiture: 3,186 shares which vest on 4/25/2015.
(3)	- The phantom stock units were acquired under the sunTrust Banks, Inc. Deferred Compensation Plan and convert to common stock on a one-to-one basis.
(4)	Represents satisfaction of return on asset performance condition of performance-vested restricted stock units granted on 2/14/2012. Granted under the 2009 Stock Plan. Award will settle in shares in February, 2015.
(5)	- Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan
(6)	- Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan
(7)	- Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. One third of the award vest each year for three years.
(8)	Represents time-vested phantom stock granted on February 21, 2014 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. The restricted stock unit agreements contain tax withholding provisions which allow us to withhold units to satisfy tax withholding obligations. Units will be settled in shares.

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