Sec Form 4/A Filing - CLAY JOHN W JR @ SUNTRUST BANKS INC - 2004-12-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
CLAY JOHN W JR
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
(Last) (First) (Middle)
303 PEACHTREE ST.
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2004
(Street)
ATLANTA, GA30308
4. If Amendment, Date Original Filed (MM/DD/YY)
12/16/2004
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 12/07/2004 G V 890 D 14,688 D
Common Stock 12/08/2004 G V 500 D 14,188 D
Common Stock 8,738 I Spouse
Common Stock 5,300 I Spouse's Trust ( 2 )
Common Stock 1,285 I Spouse's Trust ( 3 )
Common Stock 8,959.445 I 401(k) ( 4 )
Common Stock 3,592.532 I Family Trust ( 5 )
Common Stock 12/07/2004 G V 250 A 1,069.38 I Family Trust ( 6 )
Common Stock 12/07/2004 G V 250 A 703.841 I Family Trust ( 7 )
Common Stock 12/07/2004 G V 250 A 650 I Family Trust ( 8 )
Common Stock 5,920 I Unitrust ( 9 )
Common Stock 42,420 I Restricted Stock ( 10 )
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 Units ( 11 ) ( 11 ) ( 11 ) ( 11 ) Common Stock 6,206.9956 6,206.9956 D
Phantom Stock Units ( 12 ) ( 12 ) ( 12 ) ( 12 ) Common Stock 40,000 40,000 D
Option ( 13 ) $ 30.25 08/08/1995 08/07/2005 Common Stock 14,500 14,500 D
Option ( 14 ) $ 73.0625 11/09/2002 11/09/2009 Common Stock 15,000 15,000 D
Option ( 15 ) $ 51.125 11/14/2003 11/14/2010 Common Stock 50,000 50,000 D
Option ( 15 ) $ 64.57 11/13/2004 11/13/2011 Common Stock 100,000 100,000 D
Option ( 15 ) $ 54.28 02/11/2006 02/11/2013 Common Stock 100,000 100,000 D
Option ( 15 ) $ 73.19 02/10/2007 02/10/2014 Common Stock 100,000 100,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CLAY JOHN W JR
303 PEACHTREE ST.
ATLANTA, GA30308
Vice Chairman
Signatures
Margaret U. Hodgson, Attorney-in-Fact for John W. Clay, Jr. 12/16/2004
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction is a gift.
( 2 )TUA 93 Campbell Family Exempt Trust.
( 3 )TUA Anne Campbell Clay.
( 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 )John Clay Children's Family Trust.
( 6 )In family trust for Madelaine Wood Clay.
( 7 )In family trust for Abigail Campbell Clay.
( 8 )In family trust for Anne Cecile Meredith.
( 9 )In charitable lead unitrust.
( 10 )Restricted stock held under 1986 SunTrust Executive Stock Plan, 1995 SunTrust Executive Stock Plan and SunTrust Banks, Inc. 2000 Stock Plan. Subject to certain vesting conditions. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. All plans are exempt under Rule 16(b)-3.
( 11 )The reported phantom stock units were acquired under SunTrust Banks, Inc.'s 401(k) excess benefit plan. These securities convert to common stock on a one-for-one basis.
( 12 )Granted in exchange for restricted stock and will be paid out on various dates. These securities convert to common stock on a one-for-one basis.
( 13 )This option becomes exercisable in 10% increments over 10 years or in the event of death, disability or change of control. This option was granted pursuant to the 1995 SunTrust Executive Stock Plan.
( 14 )Granted pursuant to the 1995 SunTrust Executive Stock Plan.
( 15 )Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.

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