Sec Form 4 Filing - Freeman Thomas E @ SUNTRUST BANKS INC - 2014-03-03

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 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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1. Name and Address of Reporting Person Freeman Thomas E 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 & Chief Credit Off. (Last) (First) (Middle) 303 PEACHTREE STREET, N.E. 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2014 (Street) ATLANTA, GA30308 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/28/2014 S 13,157 D $ 37.896 43,634.544 D ( 2 ) Common Stock 125 I Son Common Stock 630.116 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Ex ercisable Expiration Date Title Amount or Number of Shares Phantom Stock Units ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 1,460.187 1,460.187 D Phantom Stock Units ( 4 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 3,541.3 3,541.3 D Phantom Stock ( 5 ) ( 5 ) 02/14/2014 02/14/2022 Common Stock 2,944 5,765.277 D Phantom Stock ( 9 ) ( 9 ) 02/21/2015 ( 9 ) Common Stock 3,761 3,761 D Phantom Stock ( 9 ) ( 9 ) 02/21/2016 ( 9 ) Common Stock 3,761 3,761 D Phantom Stock ( 9 ) ( 9 ) 02/21/2017 ( 9 ) Common Stock 3,762 3,762 D Option ( 6 ) $ 71.03 02/14/2009 02/14/2016 Common Stock 18,000 18,000 D Option ( 6 ) $ 85.06 02/13/2010 02/13/2017 Common Stock 20,000 20,000 D Option ( 6 ) $ 64.58 02/12/2011 02/12/2018 Common Stock 81,400 81,400 D Option ( 6 ) $ 9.06 02/10/2012 02/10/2019 Common Stock 250,000 250,000 D Option ( 7 ) $ 9.06 02/10/2012 02/10/2019 Common Stock 25,276 25,276 D Option ( 8 ) $ 29.2 04/01/2012 04/01/2021 Common Stock 27,349 27,349 D Option ( 8 ) $ 21.67 ( 8 ) 02/14/2022 Common Stock 44,400 44,400 D Option ( 8 ) $ 27.41 02/26/2014 02/26/2023 Common Stock 13,495 13,495 D Option ( 8 ) $ 27.41 02/26/2015 02/26/2023 Common Stock 13,495 13,495 D Option ( 8 ) $ 27.41 02/26/2016 02/26/2023 Common Stock 13,496 13,496 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Freeman Thomas E 303 PEACHTREE STREET, N.E. ATLANTA, GA30308 Corp. EVP & Chief Credit Off. Signatures David A. Wisniewski, Attorney-in-Fact for Thomas E. Freeman 03/03/2014 Signature of Reporting Person Date

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 )Includes restricted stock granted under SunTrust Banks, Inc. 2004 Stock Plan and the 2009 Stock Plan. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. This plan is exempt under Rule 16(b)-3. ( 3 )The phantom stock units were acquired under SunTrust Banks, Inc.'s Deferred Compensation Plan. These securities convert to common stock on a one-for-one basis. ( 4 )Reflects time vesting as of March 31, 2012 with respect to restricted stock units originally granted under the SunTrust Banks, Inc. 2009 Stock Plan on April 1, 2011. Grant was exempt pursuant to Rule 16b-3. Award will vest pro rata annually (i.e. one-third each year) and will vest post-retirement provided certain noncompetition and other restrictive covenants are performed. Includes shares acquired upon dividend reinvestment. ( 5 )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. ( 6 )Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan. Includes shares acquired upon dividend reinvestment. ( 7 )Granted pursuant to the SunTrust Banks, Inc. 2004 StockPlan. ( 8 )Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. Award vests annually over the next three years. ( 9 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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