Sec Form 4 Filing - Cummins Hugh S. III @ SUNTRUST BANKS INC - 2019-12-06

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) Co-COO/Wholesale Segment Exec (Last) (First) (Middle) 303 PEACHTREE STREET, NE 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2019 (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 12/06/2019 D 68,404.496 D 0 D Common Stock 12/06/2019 D 2,859.6124 D 0 I 401(k) ( 2 )

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 Option $ 21.67 12/06/2019 D 45,600 ( 3 ) 02/14/2022 Common Stock 45,600 ( 4 ) 0 D Option $ 27.41 12/06/2019 D 43,185 ( 3 ) 02/26/2023 Common Stock 43,185 ( 5 ) 0 D Phantom Stock Units ( 6 ) 12/06/2019 D 1,158.7489 ( 6 ) ( 6 ) Common Stock 1,158.7489 ( 7 ) 0 D Phantom Stock Units ( 8 ) 12/06/2019 D 2,131.878 02/14/2020 02/14/2020 Common Stock 2,131.878 ( 9 ) 0 D Phantom Stock Units ( 8 ) 12/06/2019 D 50,262.307 02/09/2020 02/09/2020 Common Stock 50,262.307 ( 10 ) 0 D Phantom Stock Units ( 8 ) 12/06/2019 D 4,299.445 02/13/2020 02/13/2020 Common Stock 4,299.445 ( 11 ) 0 D Phantom Stock Units ( 8 ) 12/06/2019 D 4,298.384 02/13/2021 02/13/2021 Common Stock 4,298.384 ( 12 ) 0 D Phantom Stock Units ( 8 ) 12/06/2019 D 17,340.267 02/08/2020 02/08/2020 Common Stock 17,340.267 ( 13 ) 0 D Phantom Stock Units ( 8 ) 12/06/2019 D 17,339.235 02/08/2021 02/08/2021 Common Stock 17,339.235 ( 14 ) 0 D Phantom Stock Units ( 8 ) 12/06/2019 D 17,338.204 02/08/2022 02/08/2022 Common Stock 17,338.204 ( 15 ) 0 D Phantom Stock Units ( 8 ) 12/06/2019 D 61,937.086 10/01/2022 10/01/2022 Common Stock 61,937.086 ( 16 ) 0 D Phantom Stock Units ( 17 ) 12/06/2019 D 2,744.289 02/09/2019 02/09/2019 Common Stock 2,744.289 ( 18 ) 0 D Phantom Stock Units ( 19 ) 12/06/2019 A 22,219.227 02/14/2020 02/14/2020 Common Stock 22,219.227 ( 19 ) 22,219.227 D Phantom Stock Units ( 19 ) 12/06/2019 A 39,774.347 02/13/2021 02/13/2021 Common Stock 39,774.347 ( 19 ) 39,774.347 D Phantom Stock Units ( 20 ) 12/06/2019 D 22,219.227 02/14/2020 02/14/2020 Common Stock 22,219.227 ( 21 ) 0 D Phantom Stock Units ( 20 ) 12/06/2019 D 39,774.347 02/13/2021 02/13/2021 Common Stock 39,774.347 ( 22 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cummins Hugh S. III 303 PEACHTREE STREET, NE ATLANTA, GA30308 Co-COO/Wholesale Segment Exec Signatures Curt Phillips, Attorney-in-Fact for Hugh S. Cummins III 12/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of in connection with the Agreement and Plan of Merger by and between SunTrust Banks, Inc. ("SunTrust") and BB&T Corporation ("BB&T"), dated February 7, 2019 and amended as of June 14, 2019 (the "Merger Agreement"), pursuant to which SunTrust was merged with and into BB&T, effective December 6, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of SunTrust common stock was exchanged for 1.295 shares of BB&T common stock. The closing price of BB&T common stock on the New York Stock Exchange on the effective date of the Merger was $54.24. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of SunTrust common stock. ( 2 )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. ( 3 )Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase shares of SunTrust common stock automatically converted into an option to purchase shares of BB&T common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Each option to purchase shares of BB&T common stock is subject to the same terms and conditions (including vesting and exercisability terms) as the corresponding option to purchase shares of SunTrust common stock immediately prior to the effective time of the Merger. ( 4 )This option was replaced with an option to purchase 59,052 shares of BB&T common stock at an exercise price of $16.73 per share. ( 5 )This option was replaced with an option to purchase 55,924 shares of BB&T common stock at an exercise price of $21.17 per share. ( 6 )Represents phantom stock units under the SunTrust Banks, Inc. Deferred Compensation Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust phantom stock unit automatically converted into a BB&T phantom stock unit in respect of shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Each BB&T phantom stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust phantom stock unit immediately prior to the effective time of the Merger. ( 7 )These phantom stock units were replaced with BB&T phantom stock units in respect of an aggregate 1,501 shares of BB&T common stock. ( 8 )Represents time-vested restricted stock units each convertible into one share of SunTrust common stock under the SunTrust Banks, Inc. 2009 Stock Plan or the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested retricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Each BB&T time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger. ( 9 )These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 2,761 shares of BB&T common stock. ( 10 )These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 65,090 shares of BB&T common stock. ( 11 )These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 5,568 shares of BB&T common stock. ( 12 )These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 5,566 shares of BB&T common stock. ( 13 )These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 22,456 shares of BB&T common stock. ( 14 )These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 22,454 shares of BB&T common stock. ( 15 )These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 22,453 shares of BB&T common stock. ( 16 )These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 80,209 shares of BB&T common stock. ( 17 )Represents performance-vested restricted stock units each convertible into one share of SunTrust common stock. The performance-vesting conditions applicable to these restricted stock units have been previously satisfied but, in accordance with terms of the award agreement governing these restricted stock units, the amount listed is subject to a one-year deferral beginning on February 9, 2019. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Each BB&T restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust performance-vested restricted stock unit immediately prior to the effective time of the Merger. ( 18 )These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 3,554 shares of BB&T common stock. ( 19 )Represents performance-vested restricted stock units, each convertible into one share of SunTrust common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. Transaction represents the satisfaction of all performance vesting conditions in connection with the Merger pursuant to the terms of the Merger Agreement. Awards remain subject to service-based vesting requirements, including a one-year deferral for awards as a result of performance vesting conditions being met in excess of 130% of target. ( 20 )Represents performance-vested restricted stock units, each convertible into one share of SunTrust common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Each BB&T restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust performance-vested restricted stock unit immediately prior to the effective time of the Merger. ( 21 )These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate of 28,774 shares of BB&T common stock. ( 22 )These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate of 51,508 shares of BB&T common stock.

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