Sec Form 4 Filing - Chancy Mark A @ SUNTRUST BANKS INC - 2018-02-16

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
Chancy Mark A
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)
Vice Chairman, Consumer Exec.
(Last) (First) (Middle)
303 PEACHTREE STREET, N.E.
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2018
(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 02/16/2018 S 7,500 D $ 70.13 149,954.961 D
Common Stock 1,313.4767 I ( 1 ) 401(k)
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 ( 8 ) ( 8 ) ( 8 ) ( 8 ) Common Stock 2,468.6119 2,468.6119 D
Phantom Stock ( 5 ) ( 5 ) 02/09/2019 02/09/2019 Common Stock 4,886 4,886 D
Phantom Stock ( 5 ) ( 5 ) 02/09/2019 02/09/2019 Common Stock 45,235 45,235 D
Phantom Stock ( 5 ) ( 5 ) 02/09/2020 02/09/2020 Common Stock 45,235 45,235 D
Option ( 2 ) $ 9.06 02/10/2012 02/10/2019 Common Stock 40,000 40,000 D
Option ( 3 ) $ 29.2 04/01/2012 04/01/2021 Common Stock 27,716 27,716 D
Option ( 3 ) $ 21.67 ( 3 ) 02/14/2022 Common Stock 55,400 55,400 D
Option ( 3 ) $ 27.41 02/26/2014 02/26/2023 Common Stock 14,949 14,949 D
Option ( 3 ) $ 27.41 02/26/2015 02/26/2023 Common Stock 14,949 14,949 D
Option ( 3 ) $ 27.41 02/26/2016 02/26/2023 Common Stock 14,948 14,948 D
Phantom Stock ( 4 ) ( 4 ) 02/14/2018 02/14/2020 Common Stock 8,155.7308 5,374.8218 D
Common Stock ( 6 ) ( 6 ) 02/21/2017 02/21/2018 Common Stock 8,002.985 8,002.985 D
Phantom Stock ( 7 ) ( 7 ) 02/13/2019 ( 7 ) Common Stock 4,416.9611 4,416.9611 D
Phantom Stock ( 7 ) ( 7 ) 02/13/2020 ( 7 ) Common Stock 4,416.9611 4,416.9611 D
Phantom Stock ( 7 ) ( 7 ) 02/13/2021 ( 7 ) Common Stock 4,416.9611 4,416.9611 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chancy Mark A
303 PEACHTREE STREET, N.E.
ATLANTA, GA30308
Vice Chairman, Consumer Exec.
Signatures
Curt Phillips, Attorney-in-Fact for Mark A. Chancy 02/20/2018
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 measurement date.
( 2 )Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
( 3 )Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. Award vests annually over the next three years.
( 4 )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 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.
( 5 )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-03. Units will be settled in shares. The award agreement contains tax withholding features which allow us to withhold units to satisfy withholding obligations.
( 6 )Represents performance stock which was granted on February 21, 2014 and which vested on February 21, 2017. Award is settled in common stock. Because exceptional performance resulted in the award vesting at greater than 130% of target, the amount that vested in excess of 130% is subject to a one year deferral.
( 7 )Represents time-vested restricted stock units granted on February 13, 2018 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 tax withholding obligations.
( 8 )The phantom stock units were acquired under SunTrust Banks, Inc.'s Deferred Compensation Plan. These units convert to common stock on a one-for-one basis.

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