Sec Form 4 Filing - Panther Thomas E @ SUNTRUST BANKS INC - 2014-11-05

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 Panther 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) SVP, Controller, CAO (Last) (First) (Middle) 303 PEACHTREE STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2014 (Street) ATLANTA, GA30303 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 11/05/2014 S 6,368 D 27,918 ( 6 ) D Common Stock 1,095.5565 I ( 4 ) 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 Exercisable Expiration Date Title Amount or Number of Shares Phantom Stock ( 7 ) ( 7 ) ( 7 ) ( 7 ) Common Stock 990.6509 990.6509 D Phantom Stock ( 3 ) ( 3 ) 02/21/2015 ( 3 ) Common Stock 941 941 D Phamton Stock ( 3 ) ( 3 ) 02/21/2016 ( 3 ) Common Stock 942 942 D Phantom Stock ( 3 ) ( 3 ) 02/21/2017 ( 3 ) Common Stock 942 942 D Option ( 5 ) $ 73.14 02/08/2008 02/08/2015 Common Stock 7,000 7,000 D Option ( 2 ) $ 21.67 ( 2 ) 02/13/2022 Common Stock 9,933 9,933 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Panther Thomas E 303 PEACHTREE STREET ATLANTA, GA30303 SVP, Controller, CAO Signatures David Wisniewski, Attorney-in-Fact for Thomas E. Panther 11/06/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sold at prices ranging from $39.33 to $39.355. ( 2 )Granted under the SunTrust Banks, Inc. 2009 Stock Plan. One third of the award vests each year for three years. ( 3 )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. ( 4 )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. ( 5 )Granted under the SunTrust Banks, Inc. 2004 Stock Plan. ( 6 )Includes restricted stock granted under the SunTrust Banks, Inc. 2004 and 2009 Stock Plans which are subject to vesting conditions. The restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. The plans are exempt under Rule 16(b)-3. Includes 9,400 shares which vest on 2/14/2015, and 6,279 shares which vest on 2/12/2016. ( 7 )Phantom stock units acquired under the SunTrust Bank, Inc. Deferred Compensation Plan. These phantom stock units convert to common stock on a one-for-one basis.

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).

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