Sec Form 4 Filing - Sullivan Timothy E @ SUNTRUST BANKS INC - 2012-02-13

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Sullivan Timothy 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 and Chief Info. Off. (Last) (First) (Middle) 303 PEACHTREE STREET, N.E. 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2012 (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 02/13/2012 F 5,385 D $ 22.03 45,172.965 D ( 1 ) Common Stock 959.8006 I ( 2 ) 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 ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 1,763.1928 1,763.1928 D Phantom Stock ( 4 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 15,927.9035 15,927.9035 D Phantom Stock ( 5 ) ( 5 ) ( 5 ) ( 5 ) Common Stock 6,757.378 6,757.378 D Phantom Stock ( 6 ) ( 6 ) ( 6 ) ( 6 ) Common Stock 10,395 10,395 D Option ( 7 ) $ 54.28 02/11/2006 02/11/2013 Common Stock 25,000 25,000 D Option ( 7 ) $ 73.19 02/10/2007 02/10/2014 Common Stock 18,000 18,000 D Option ( 8 ) $ 73.14 02/08/2008 02/08/2015 Common Stock 18,000 18,000 D Option ( 8 ) $ 71.03 02/14/2009 02/14/2016 Common Stock 33,000 33,000 D Option ( 8 ) $ 85.06 02/13/2010 02/13/2017 Common Stock 33,000 33,000 D Option ( 8 ) $ 64.58 02/12/2011 02/12/2018 Common Stock 62,000 62,000 D Option ( 8 ) $ 9.06 02/10/2012 02/10/2019 Common Stock 238,475 238,475 D Option ( 9 ) $ 29.2 04/01/2012 04/01/2021 Common Stock 27,417 27,417 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sullivan Timothy E 303 PEACHTREE STREET, N.E. ATLANTA, GA30308 Corp. EVP and Chief Info. Off. Signatures David A. Wisniewski, Attorney-in-Fact for Timothy E. Sullivan 02/16/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. Includes 20,374 shares which vest on 12/16/2012. ( 2 )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. ( 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 )Represents stock units granted under the SunTrust Banks, Inc. 2009 Stock Plan and paid as salary. Reflects settlement of one-half in case on March 31, 2011. Remainder will be settled on March 31, 2012, unless settled earlierdue to the executive's death. ( 5 )Reflects case settlement of salary shares on April 5, 2011 based on closing stock price on the date of TARP repayment, March 30, 2011. ( 6 )Reflects satisfaction of performance vesting condition (Tier 1 Capital) as of December 31, 2011 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 remains subject to time-vesting criterion and 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. ( 7 )Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan. ( 8 )Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan. ( 9 )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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.