Sec Form 4 Filing - Gillani Aleem @ SUNTRUST BANKS INC - 2015-01-22

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 Gillani Aleem 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. Exex. Vice Pres and CFO (Last) (First) (Middle) 303 PEACHTREE STREET, N.E. 3. Date of Earliest Transaction (MM/DD/YY) 01/22/2015 (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 01/22/2015 S 9,600 D $ 39.85 109,213.217 D ( 1 ) Common Stock 6,995.6289 I 401(k) ( 4 ) Common Stock 2,300 I Custodial Account ( 2 ) Common Stock 3,500 I Trust ( 3 )

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 ( 5 ) ( 5 ) ( 5 ) Common Stock 1,013.5534 1,013.5534 D Phantom Stock ( 8 ) ( 8 ) 02/21/2015 ( 8 ) Common Stock 3,423 3,423 D Phantom Stock ( 8 ) ( 8 ) 02/21/2016 ( 8 ) Common Stock 3,424 3,424 D Phantom Stock ( 8 ) ( 8 ) 02/21/2017 ( 8 ) Common Stock 3,424 3,424 D Phantom Stock ( 6 ) ( 6 ) 02/14/2014 02/14/2022 Common Stock 5,804.727 5,804.727 D Option ( 7 ) $ 21.67 ( 7 ) 02/14/2022 Common Stock 14,800 14,799 D Option ( 7 ) $ 27.41 02/26/2015 02/26/2023 Common Stock 11,464 11,464 D Option ( 7 ) $ 27.41 02/26/2016 02/26/2023 Common Stock 11,464 11,464 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gillani Aleem 303 PEACHTREE STREET, N.E. ATLANTA, GA30303 Corp. Exex. Vice Pres and CFO Signatures David A. Wisniewski, Attorney-in-Fact for Aleem Gillani 01/23/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Granted under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under SEC Rule 16b-3. ( 2 )Shares are held in a custodial account for the benefit of an adult familiy member over which account the reporting person has investment and voting control. ( 3 )Shares are held in a family trust over which the reporting person has voting and investment control. ( 4 )Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents vares based on the closing price of SunTrust stock on the applicable measurement date. ( 5 )Acquired under the SunTrust Banks, Inc. Deferred Compensation Plan. These convert to common stock on a one-for-one basis. ( 6 )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. ( 7 )Granted pursuant to the SunTrust Banks, inc. 2009 Stock Plan. One third of the award vests 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.

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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