Sec Form 4 Filing - Cummins Hugh S. III @ SUNTRUST BANKS INC - 2018-02-09

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 Cummins Hugh S. III 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 & Wholesale Banking Exec (Last) (First) (Middle) 303 PEACHTREE STREET, NE 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2018 (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 02/09/2018 M 3,392.786 A $ 67.48 29,028.696 D Common Stock 02/09/2018 F 1,052 D $ 67.48 27,976.696 D Common Stock 02/09/2018 M 3,691.745 A $ 67.48 31,668.441 D Common Stock 02/09/2018 F 1,145 D $ 67.48 30,523.441 D Common Stock 2,851.5741 I 401(k) ( 1 )

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 1,099.8535 1,099.8535 D Phantom Stock ( 2 ) ( 2 ) 02/14/2020 02/14/2020 Common Stock 1,971.813 1,971.813 D Phantom Stock ( 2 ) ( 2 ) 02/14/2019 02/14/2019 Common Stock 1,971.813 1,971.813 D Phantom Stock ( 2 ) ( 2 ) 02/14/2018 02/14/2018 Common Stock 1,972.818 1,972.818 D Phantom Stock ( 2 ) ( 2 ) 02/09/2020 02/09/2020 Common Stock 46,488.511 46,488.511 D Phantom Stock ( 2 ) ( 2 ) 02/09/2019 02/09/2019 Common Stock 46,488.514 46,488,514 D Phantom Stock ( 2 ) ( 2 ) 02/09/2019 02/09/2019 Common Stock 3,625.766 3,625.766 D Phantom Stock ( 2 ) ( 2 ) 02/09/2018 M 3,691.745 02/09/2018 ( 2 ) Common Stock 3,691.745 ( 2 ) 0 D Phantom Stock ( 2 ) ( 2 ) 02/09/2018 M 3,392.786 02/09/2018 ( 2 ) Common Stock 3,392.786 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cummins Hugh S. III 303 PEACHTREE STREET, NE ATLANTA, GA30308 CEVP & Wholesale Banking Exec Signatures Curt Phillips Attorney-in-Fact for Hugh S. Cummins III 02/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 measureent date. ( 2 )Represents time-vested restricted stock units 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 satisfy withholding obligations. Units will be settled in shares. ( 3 )The pantom stock units were acquired under SunTrust Banks, Inc.'s Deferred Compensation Plan. These securities convert to common stock on a one-for-one basis.

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.
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