Sec Form 4 Filing - Dinsmore Bradford R @ SUNTRUST BANKS INC - 2014-02-26

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 Dinsmore Bradford R 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) Exec Vice President (Last) (First) (Middle) 303 PEACHTREE STREET, N.E. 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2014 (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 02/26/2014 M 5,833 A $ 21.67 33,351 ( 1 ) D Common Stock 02/26/2014 S 6,633 D $ 37.295 26,718 ( 1 ) D Common Stock 02/26/2014 S 100 D $ 37.292 26,618 ( 1 ) D Common Stock 02/26/2014 S 100 D $ 37.29 26,518 ( 1 ) D

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 ( 4 ) ( 4 ) 02/14/2014 02/22/2022 Common Stock 2,209.584 2,209.584 D Phantom Stock ( 5 ) ( 5 ) 02/21/2015 ( 5 ) Common Stock 2,315 2,315 D Phamton Stock ( 5 ) ( 5 ) 02/21/2016 ( 5 ) Common Stock 2,315 2,315 D Phantom Stock ( 5 ) ( 5 ) 02/21/2017 ( 5 ) Common Stock 2,316 2,316 D Option ( 2 ) $ 19.98 08/09/2011 08/09/2021 Common Stock 56,727 56,727 D Option ( 3 ) $ 21.67 02/26/2014 M 5,833 ( 3 ) 02/14/2022 Common Stock 5,833 $ 21.67 5,833 D Option ( 3 ) $ 27.41 02/26/2014 02/26/2023 Common Stock 5,848 5,848 D Option ( 3 ) $ 27.41 02/26/2015 02/26/2023 Common Stock 5,848 5,848 D Option ( 3 ) $ 27.41 02/26/2016 02/26/2023 Common Stock 5,848 5,848 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dinsmore Bradford R 303 PEACHTREE STREET, N.E. ATLANTA, GA30303 Exec Vice President Signatures David A. Wisniewski, Attorney-in-Fact for Bradford R. Dinsmore 02/27/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes the following shares which are subject to forteiture: 17,158 which vest on 8/9/2014, and 10,000 shares which vest on 4/24/2015. ( 2 )Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. ( 3 )Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. One third of the award vests each year for three years. ( 4 )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. ( 5 )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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