Edgar Filing: DUKES LAURA ALLISON

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 ^*

DUKES LAURA ALLISON

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)
Chief Financial Officer

(Last)

(First)

(Middle)

303 PEACHTREE STREET, NE

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2019

(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	02/08/2019		M		2,336.983	A	$ 64.37	22,323.983	D
Common Stock	02/08/2019		F		767	D	$ 64.37	21,556.983	D

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 Units ⁽¹⁾

⁽¹⁾

02/08/2019

2,336.983

02/09/2019

⁽¹⁾

Common Stock

2,336.983

⁽¹⁾

Options ⁽²⁾

$ 27.41

02/26/2016

02/26/2023

Common Stock

5,061

Phantom Stock Units ⁽¹⁾

⁽¹⁾

02/14/2019

Common Stock

1,482.504

Phantom Stock Units ⁽¹⁾

⁽¹⁾

02/14/2020

Common Stock

1,482.504

Phantom Stock Units ⁽¹⁾

⁽¹⁾

02/13/2019

Common Stock

1,840.333

Phantom Stock Units ⁽¹⁾

⁽¹⁾

02/13/2020

Common Stock

1,840.333

Phantom Stock Units ⁽¹⁾

⁽¹⁾

02/13/2021

Common Stock

1,840.333

Phantom Stock Units ⁽¹⁾

⁽¹⁾

08/09/2019

Common Stock

24,273.897

Phantom Stock Units ⁽³⁾

⁽³⁾

02/08/2019

3,206.8902

02/08/2020

⁽³⁾

Common Stock

3,206.8902

⁽³⁾

3,206.8902

Phantom Stock Units ⁽³⁾

⁽³⁾

02/08/2019

3,206.8902

02/08/2021

⁽³⁾

Common Stock

3,206.8902

⁽³⁾

3,206.8902

Phantom Stock Units ⁽³⁾

⁽³⁾

02/08/2019

3,206.8902

02/08/2022

⁽³⁾

Common Stock

3,206.8902

⁽³⁾

3,206.8902

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DUKES LAURA ALLISON 303 PEACHTREE STREET, NE ATLANTA, GA 30308			Chief Financial Officer

Signatures

Curt Phillips, Attorney-in-Fact for L. Allison Dukes		02/11/2019
^**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)	Represents time-vested restricted stock units granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. The Plan is exempt under Rule 16b-3. Units will be settled in shares of common stock. The award agreements contain tax withholding features that allow us to withhold units to satisfy tax withholding obligations.
(2)	Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan.
(3)	Represents time-vested restricted stock units granted pursuant to the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan. The Plan is exempt under Rule 16b-3. Units will be settled in shares of common stock. The award agreements contain tax withholding features that allow us to withhold units to satisfy tax withholding obligations.

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