Sec Form 4 Filing - ROGERS WILLIAM H JR @ SUNTRUST BANKS INC - 2016-11-10

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
ROGERS WILLIAM H 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)
Chairman and CEO
(Last) (First) (Middle)
303 PEACHTREE STREET, N.E.
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2016
(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 11/10/2016 M 33,000 A $ 29.54 346,509.346 D
Common Stock 11/10/2016 M 83,700 A $ 9.06 463,209.346 D
Common Stock 11/10/2016 G V 7,300 D 455,909.346 D
Common Stock 11/10/2016 S 74,172 D 381,197.346 D
Common Stock 8,104.6222 I 401(k) ( 3 )
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 ) ( 4 ) ( 4 ) Common Stock 1,818.0505 1,818.0505 D
Phantom Stock ( 6 ) ( 6 ) ( 6 ) ( 6 ) Common Stock 17,813.319 17,813.319 D
Phantom Stock ( 7 ) ( 7 ) 02/21/2017 ( 7 ) Common Stock 13,450 13,450 D
Phantom Stock ( 8 ) 02/10/2017 ( 8 ) Common Stock 12,221 12,221 D
Phantom Stock ( 8 ) 02/10/2018 ( 8 ) Common Stock 12,221 12,221 D
Phantom Stock ( 9 ) ( 9 ) 02/09/2017 02/09/2017 Common Stock 13,586 13,586 D
Phantom Stock ( 9 ) ( 9 ) 02/09/2018 02/09/2018 Common Stock 13,586 13,586 D
Phantom Stock ( 9 ) ( 9 ) 02/09/2019 02/09/2019 Common Stock 13,587 13,587 D
Option ( 5 ) $ 85.06 02/13/2010 02/13/2017 Common Stock 35,000 35,000 D
Option ( 5 ) $ 64.58 02/12/2011 02/12/2018 Common Stock 88,800 88,800 D
Option ( 5 ) $ 29.54 11/10/2016 M 33,000 12/31/2011 12/31/2018 Common Stock 33,000 $ 29.54 67,000 D
Option ( 6 ) $ 9.06 11/10/2016 M 83,700 02/10/2012 02/10/2019 Common Stock 83,700 $ 9.06 166,300 D
Option ( 6 ) $ 29.2 04/01/2012 04/01/2021 Common Stock 84,439 84,439 D
Option ( 6 ) $ 21.67 ( 7 ) 02/14/2022 Common Stock 136,200 136,200 D
Option ( 6 ) $ 27.41 02/26/2014 02/26/2023 Common Stock 36,707 36,707 D
Option ( 6 ) $ 27.41 02/26/2015 02/26/2023 Common Stock 36,707 36,707 D
Option ( 6 ) $ 27.41 02/26/2016 02/26/2023 Common Stock 36,707 36,707 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROGERS WILLIAM H JR
303 PEACHTREE STREET, N.E.
ATLANTA, GA30308
Chairman and CEO
Signatures
David A. Wisniewski, Attorney-in-Fact for William H. Rogers, Jr. 11/14/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was a gift.
( 2 )Sold at prices ranging from $49.58 to $49.645.
( 3 )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.
( 4 )The phantom stock units were acquired under the SunTrust Banks, Inc. Deferred Compensation Plan and convert to common stock on a one-to-one basis.
( 5 )Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
( 6 )Granted pursuent to the SunTrust Banks, Inc. 2009 Stock Plan.
( 7 )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.
( 8 )Represents time-vested restricted stock units granted on February 10, 2015 under the 2009 Stock Plan. the Plan is exempt under Rule 16b-3. The restricted stock unit award agreements contain tax withholding features which allow us to withhold units to satisfly withholding obligations. Units will be settled in shares.
( 9 )Represents time-vested restricted stock units granted on February 9, 2016 under the sunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Units will be settled in shares. The award agreement contains tax withholding features which allow us to withhold units to satisfy withholding obligations.

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