Sec Form 4 Filing - Dierker David F @ SUNTRUST BANKS INC - 2011-04-05

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 Dierker David F 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 Adm. Off. (Last) (First) (Middle) 303 PEACHTREE STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2011 (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 22,584 D Common Stock 8,380.4365 D ( 1 ) Common Stock 51,769 D ( 2 )

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 ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 1,669.3879 1,669.3879 D Phantom Stock Units ( 4 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 10,714.201 10,714.201 D Phantom Stock Units ( 5 ) ( 5 ) 04/05/2011 M 4,529.1247 ( 5 ) ( 5 ) Common Stock 4,529.1247 ( 5 ) 0 D Option ( 6 ) $ 64.57 11/13/2004 11/13/2011 Common Stock 3,500 3,500 D Option ( 6 ) $ 54.28 02/11/2006 02/11/2013 Common Stock 10,000 10,000 D Option ( 6 ) $ 73.19 02/10/2007 02/10/2014 Common Stock 4,000 4,000 D Option ( 7 ) $ 73.14 02/08/2008 02/08/2015 Common Stock 18,000 18,000 D Option ( 7 ) $ 71.03 02/14/2009 02/14/2016 Common Stock 30,000 30,000 D Option ( 7 ) $ 85.06 02/13/2010 02/13/2017 Common Stock 30,000 30,000 D Option ( 7 ) $ 64.58 02/12/2011 02/12/2018 Common Stock 70,000 70,000 D Option ( 7 ) $ 9.06 02/10/2012 02/10/2019 Common Stock 238,475 238,475 D Option ( 8 ) $ 29.2 04/01/2012 04/01/2021 Common Stock 18,825 18,825 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dierker David F 303 PEACHTREE STREET ATLANTA, GA30308 Corp. EVP & Chief Adm. Off. Signatures David A. Wisniewski, Attorney-in-Fact for David F. Dierker 04/07/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Because the stock fund component of the 401(k) 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 )Restricted stock held under SunTrust Banks, Inc. 2004 Stock Plan and the 2009 Stock Plan. Subject to certain vesting conditions. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. Both plans are exempt under Rule 16(b)-3. Includes 32,600 shares which vest on 02/10/2012 and 18,949 shares which vest on 12/16/2012. ( 3 )The reported phantom stock units were acquired under SunTrust Banks, Inc.'s Deferred Compensation Plan. These phantom stock units convert to common stock on a one-for-one basis. ( 4 )Represents stock units granted under the SunTrust Banks, Inc. 2009 Stock Plan paid as salary. Reflects settlement of one-half in cash on March 31, 2011. Remainder will be settled on March 31, 2012, unless settled earlier due to the executive's death. ( 5 )Reflects cash settlement of salary shares on April 5, 2011 based on closing stock price on the date of TARP repayment, March 30, 2011. ( 6 )Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan. ( 7 )Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan. ( 8 )Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. Award vests annually over three years.

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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