Sec Form 4 Filing - ARRIETA JORGE @ SUNTRUST BANKS INC - 2019-02-09

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
ARRIETA JORGE
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 & General Auditor
(Last) (First) (Middle)
303 PEACHTREE STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2019
(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 6,748.633 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 Units ( 1 ) ( 1 ) ( 1 ) ( 1 ) Common Stock 924.1164 924.1164 ( 1 ) D
Phantom Stock Units ( 2 ) ( 2 ) 02/14/2020( 2 ) 09/21/2020( 2 ) Common Stock 431.93 431.93 ( 2 ) D
Phantom Stock Units ( 2 ) ( 2 ) 02/14/2019( 2 ) 02/14/2019( 2 ) Common Stock 431.931 431.931 ( 2 ) D
Phantom Stock Units ( 2 ) ( 2 ) 12/31/2019( 2 ) 12/31/2019( 2 ) Common Stock 5,532.27 5,532.27 ( 2 ) D
Phantom Stock Units ( 3 ) ( 3 ) 02/13/2019 ( 3 ) Common Stock 412.2497 412.2497 D
Phantom Stock Units ( 3 ) ( 3 ) 02/13/2020 ( 3 ) Common Stock 412.2497 412.2497 D
Phantom Stock Units ( 3 ) ( 3 ) 02/13/2021 ( 3 ) Common Stock 412.2497 412.2497 D
Phantom Stock Units ( 4 ) ( 4 ) 02/08/2020 ( 4 ) Common Stock 641.378 641.378 D
Phantom Stock Units ( 4 ) ( 4 ) 02/08/2021 ( 4 ) Common Stock 641.378 641.378 D
Phantom Stock Units ( 4 ) ( 4 ) 02/08/2022 ( 4 ) Common Stock 641.378 641.378 D
Phantom Stock Units ( 5 ) ( 5 ) 02/09/2019 A 8,160.597 02/09/2019 ( 5 ) Common Stock 8,160.597 ( 5 ) 8,160.597 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARRIETA JORGE
303 PEACHTREE STREET
ATLANTA, GA30308
CEVP & General Auditor
Signatures
Curt Phillips, Attorney-in-Fact for Jorge Arrieta 02/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The phantom stock units were acquired under SunTrust Banks, Inc.'s Deferred Compensation Plan. These securities convert to common stock on a one-for-one basis.
( 2 )Represents time-vested restricted stock units under the 2009 Stock Plan. The Plan is exem pt under Rule 16b-3. The restricted stock unit award areements contain tax withholding features which allow us to withhold units to satisfy withholding obligations. Units will be settled in shares.
( 3 )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.
( 4 )Represents time-vested restricted stock units granted under the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation 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.
( 5 )Represents performance-vested restricted stock units granted on February 9, 2016 under the SunTrust Banks, Inc. 2009 Stock Plan. Transaction represents the saisfaction of EPS/ROTCE/TSR performance conditions. Performance resulted in the award vesting at 140% of target; because 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 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.

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