Edgar Filing: Chancy Mark A

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

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)
Corp. EVP-Wholesale Bank Exec

(Last)

(First)

(Middle)

303 PEACHTREE STREET, N.E.

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2012

(Street)

ATLANTA, GA 30308

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2012		M		3,503	A	⁽¹⁾	76,509	D
Common Stock	03/31/2012		F		1,086	D	⁽¹⁾	75,423	D ⁽²⁾
Common Stock								1,259.9268	I ⁽³⁾	401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock ⁽⁴⁾

⁽⁴⁾

Common Stock

2,231.215

Phantom Stock ⁽⁵⁾

⁽⁵⁾

03/31/2012

16,411.7089

⁽¹⁾

Common Stock

16,311.7089

⁽⁵⁾

Phantom Stock ⁽⁶⁾

⁽⁶⁾

03/31/2012

3,503

⁽⁶⁾

Common Stock

3,503

⁽⁶⁾

7,003

Option ⁽⁷⁾

$ 54.28

02/11/2006

02/11/2013

Common Stock

1,452

Option ⁽⁷⁾

$ 73.19

02/10/2007

02/10/2014

Common Stock

10,000

Option ⁽⁸⁾

$ 73.14

02/08/2008

02/08/2015

Common Stock

40,000

Option ⁽⁸⁾

$ 71.03

02/14/2009

02/14/2016

Common Stock

45,000

Option ⁽⁸⁾

$ 85.06

02/13/2010

02/13/2017

Common Stock

42,000

Option ⁽⁸⁾

$ 64.58

02/12/2011

02/12/2018

Common Stock

115,000

Option ⁽⁸⁾

$ 29.54

12/31/2011

12/31/2018

Common Stock

100,000

Option ⁽⁸⁾

$ 9.06

02/10/2012

02/10/2019

Common Stock

250,000

Option ⁽⁹⁾

$ 29.2

04/01/2012

04/01/2021

Common Stock

27,716

Option ⁽⁹⁾

$ 21.67

⁽⁹⁾

02/14/2022

Common Stock

55,400

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Chancy Mark A 303 PEACHTREE STREET, N.E. ATLANTA, GA 30308			Corp. EVP-Wholesale Bank Exec

Signatures

David A. Wisniewski, Attorney-in-Fact for Mark A. Chancy		04/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects settlement in stock of Phantom Stock Units and netting to pay applicable taxes.
(2)	Includes restricted stock granted under SunTrust Banks, Inc. 2004 Stock Plan and the 2009 Stock Plan. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. This plan is exempt under Rule 16(b)-3.
(3)	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.
(4)	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.
(5)	Represents stock units granted under the SunTrust Banks, Inc. 2009 Stock Plan and paid as salary.
(6)	Reflects time vesting as of March 31, 2012 with respect to restricted stock units originally granted under the SunTrust Banks, Inc. 2009 Stock Plan on April 1, 2011. Grant was exempt pursuant to Rule 16b-3. Award will vest pro rata annually (i.e. one-third each year) and will vest post-retirement provided certain noncompetition and other restrictive covenants are performed.
(7)	Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.
(8)	Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
(9)	Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. Award vests annually over the next three years.

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