Sec Form 4 Filing - Gillani Aleem @ SUNTRUST BANKS INC - 2013-04-20

Insider filing report for Changes in Beneficial Ownership
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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)
04/20/2013
(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 90,919.83 D ( 1 )
Common Stock 04/20/2013 S 300 D $ 29.19 2,000 I Custodial Account ( 2 )
Common Stock 300 I Custodial Account ( 3 )
Common Stock 3,500 I Trust ( 4 )
Common Stock 6,876.475 I 401(k) ( 5 )
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 ( 6 ) ( 6 ) ( 6 ) Common Stock 992.9958 992.9958 D
Phantom Stock ( 7 ) ( 7 ) ( 7 ) ( 7 ) Common Stock 2,707.813 2,707.81 D
Phantom Stock ( 8 ) ( 8 ) ( 8 ) ( 8 ) Common Stock 17,233.59 17,233.59 D
Option ( 9 ) $ 32.27 02/08/2014 02/08/2021 Common Stock 19,300 19,300 D
Option ( 10 ) $ 21.67 ( 10 ) 02/14/2022 Common Stock 29,599 29,599 D
Option ( 10 ) $ 27.41 02/26/2014 02/26/2023 Common Stock 11,464 11,464 D
Option ( 10 ) $ 27.41 02/26/2015 02/26/2023 Common Stock 11,464 11,464 D
Option ( 10 ) $ 27.41 02/26/2016 02/26/2023 Common Stock 11,465 11,465 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 02/04/2014
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; includes 7,290 shares of restricted stock which vest on February 9, 2014.
( 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 custodial account for the benefit of a minor child of the reporting person over which account the reporting person has investment and voting control.
( 4 )Shares are held in a family trust over which the reporting person has voting and investment control.
( 5 )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.
( 6 )Acquired under the SunTrust Banks, Inc. Deferred Compensation Plan. These convert to common stock on a one-for-one basis.
( 7 )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 26, 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.
( 8 )Represents restricted stock units, half of which vest on 2/14/2014 and half on 2/15/2015.
( 9 )Granted under the SunTrust Banks, Inc. 2009 Stock Plan.
( 10 )Granted pursuant to the SunTrust Banks, inc. 2009 Stock Plan. One third of the award vests each year for three years.

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