Sec Form 4 Filing - Lienhard Jerome T @ SUNTRUST BANKS INC - 2017-02-15

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 Lienhard Jerome T 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) CEVP and Chief Risk Officer (Last) (First) (Middle) 303 PEACHTREE STREET, N.E. 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2017 (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 02/15/2017 S 26,912 D 37,466.56 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 ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 1,254.6203 1,254.6203 D Phantom Stock ( 5 ) ( 5 ) 02/21/2017 ( 5 ) Common Stock 2,316 2,316 D Phantom Stock ( 6 ) 02/10/2018 ( 6 ) Common Stock 2,104 2,104 D Phantom Stock ( 2 ) ( 2 ) 02/09/2018 02/09/2018 Common Stock 3,458 3,458 D Phantom Stock ( 2 ) ( 2 ) 02/09/2019 02/09/2019 Common Stock 3,459 3,459 D Option ( 4 ) $ 64.58 02/12/2011 02/12/2018 Common Stock 22,000 22,000 D Phantom Stock ( 7 ) ( 7 ) 02/14/2017 A 8,623.44 02/21/2017 02/21/2017 Common Stock 8,623.44 ( 7 ) 8,623.44 D Phantom Stock ( 8 ) ( 8 ) 02/14/2017 A 5,773.5778 02/14/2020 02/14/2020 Common Stock 5,773.5778 ( 8 ) 5,773.5778 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lienhard Jerome T 303 PEACHTREE STREET, N.E. ATLANTA, GA30303 CEVP and Chief Risk Officer Signatures David A. Wisniewski, Attorney-in-Fact for Jerome T. Lienhard 02/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sold at prices ranging from $59.83 to $59.93. ( 2 )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. ( 3 )- 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. ( 4 )- Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan ( 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. ( 6 )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. ( 7 )Represents restricted stock unit award granted on February 21, 2014 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Transaction represents the satisfaction of EPS/TSR/ROTCE performance conditions. The Restricted Stock Unit award agreements contain tax withholding provisions which allow us to satisfy tax withholding obligations by netting shares. Award will vest on February 21, 2017 and will be settled in shares of common stock. ( 8 )Represents time-vested restricted stock unit award granted on February 14, 2017 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Award will vest on February 14, 2020 and will be settled in Shares of common stock. The Restricted Unit award agreements contain tax withholding provisions which allow us to satisfy tax withholding obligations by netting shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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