Sec Form 4 Filing - Callihan Margaret L @ 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 Callihan Margaret L 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 Chief HR Officer (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 21,289.034 D 0 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 ( 2 ) 12/06/2019 D 1,412.929 02/14/2020 02/14/2020 Common Stock 1,412.929 ( 3 ) 0 D Phantom Stock Units ( 2 ) 12/06/2019 D 1,328.38 02/13/2020 02/13/2020 Common Stock 1,382.38 ( 4 ) 0 D Phantom Stock Units ( 2 ) 12/06/2019 D 1,328.277 02/13/2021 02/13/2021 Common Stock 1,328.277 ( 4 ) 0 D Phantom Stock Units ( 2 ) 12/06/2019 D 5,360.32 02/08/2020 02/08/2020 Common Stock 5,360.32 ( 5 ) 0 D Phantom Stock Units ( 2 ) 12/06/2019 D 5,359.287 02/08/2021 02/08/2021 Common Stock 5,359.287 ( 6 ) 0 D Phantom Stock Units ( 2 ) 12/06/2019 D 5,359.288 02/08/2022 02/08/2022 Common Stock 5,359.288 ( 6 ) 0 D Phantom Stock Units ( 7 ) 12/06/2019 A 14,729.292 02/14/2020 02/14/2020 Common Stock 14,729.292 ( 7 ) 14,729.292 D Phantom Stock Units ( 7 ) 12/06/2019 A 12,293.531 02/13/2021 02/13/2021 Common Stock 12,293.531 ( 7 ) 12,293.531 D Phantom Stock Units ( 8 ) 12/06/2019 D 14,729.292 02/14/2020 02/14/2020 Common Stock 14,729.292 ( 9 ) 0 D Phantom Stock Units ( 8 ) 12/06/2019 D 12,293.531 02/13/2021 02/13/2021 Common Stock 12,293.531 ( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Callihan Margaret L 303 PEACHTREE STREET, NE ATLANTA, GA30308 CEVP Chief HR Officer Signatures Curt Phillips, Attorney-in-Fact for Margaret L. Callihan 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, dated February 7, 2019 and amended as of June 14, 2019 (the "Merger Agreement"), pursuant to which SunTrust 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 )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 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 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. ( 3 )These time-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 1,830 shares of BB&T common stock. ( 4 )These time-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 1,720 shares of BB&T common stock. ( 5 )These time-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 6,942 shares of BB&T common stock. ( 6 )These time-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 6,940 shares of BB&T common stock. ( 7 )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. ( 8 )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. ( 9 )These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate of 19,074 shares of BB&T common stock. ( 10 )These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate of 15,920 shares of BB&T common stock.

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