Sec Form 4 Filing - ROGERS WILLIAM H JR @ SUNTRUST BANKS INC - 2019-02-19

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 02/19/2019 (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 02/19/2019 M 133,087.61 A $ 64.37 736,843.81 D Common Stock 02/19/2019 F 60,023 D $ 64.37 676,820.81 D Common Stock 8,086.141 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 Units ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 1,921.7408 1,921.7408 D Phantom Stock Units ( 4 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 17,813.319 17,813.319 D Option ( 4 ) $ 29.2 04/01/2012 04/01/2021 Common Stock 84,439 84,439 D Option ( 4 ) $ 21.67 ( 4 ) 02/14/2022 Common Stock 136,200 136,200 D Option ( 4 ) $ 27.41 02/26/2014 02/26/2023 Common Stock 36,707 36,707 D Option ( 4 ) $ 27.41 02/26/2015 02/26/2023 Common Stock 36,707 36,707 D Option ( 4 ) $ 27.41 02/26/2016 02/26/2023 Common Stock 36,707 36,707 D Phantom Stock Units ( 2 ) ( 2 ) 02/13/2020 ( 2 ) Common Stock 7,656.066 7,656.066 D Phantom Stock Units ( 2 ) ( 2 ) 02/13/2021 ( 2 ) Common Stock 7,656.066 7,656.066 D Phantom Stock Units ( 5 ) ( 5 ) 02/08/2020 ( 5 ) Common Stock 10,078.7979 10,078.7979 D Phantom Stock Units ( 5 ) ( 5 ) 02/08/2021 ( 5 ) Common Stock 10,078.7979 10,078.7979 D Phantom Stock Units ( 5 ) ( 5 ) 02/08/2022 ( 5 ) Common Stock 10,078.7979 10,078.7979 D Phantom Stock Units ( 6 ) ( 6 ) 02/19/2019 M 133,087.61 02/09/2019 ( 6 ) Common Stock 133,087.61 ( 6 ) 10,237.505 ( 6 ) 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 Curt Phillips, Attorney-in-Fact for William H. Rogers, Jr. 02/21/2019 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 )Represents time-vested restricted stock units granted 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 pursuent to the SunTrust Banks, Inc. 2009 Stock Plan. ( 5 )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 withholding obligations. ( 6 )Represents performance-vested restricted stock units granted on February 9, 2016 under the SunTrust Banks, Inc. 2009 Stock Plan. Transaction represents the satisfaction of EPS/TSR/ROTCE performance conditions. Performance resulted in the award vesting at 140% of target. 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. 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.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.