Edgar Filing: ARRIETA JORGE

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 ^*

ARRIETA JORGE

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 & General Auditor

(Last)

(First)

(Middle)

303 PEACHTREE STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2018

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/14/2018		S		2,500	D	$ 73.1341 ⁽¹⁾	6,147.532	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 ⁽²⁾

⁽²⁾

Common Stock

908.63

908.63 ⁽²⁾

Phantom Stock ⁽³⁾

⁽³⁾

02/14/2020⁽³⁾

09/21/2020⁽³⁾

Common Stock

431.93

431.93 ⁽³⁾

Phantom Stock ⁽³⁾

⁽³⁾

02/14/2019⁽³⁾

Common Stock

431.931

431.931 ⁽³⁾

Phantom Stock ⁽³⁾

⁽³⁾

12/31/2019⁽³⁾

Common Stock

5,532.27

5,532.27 ⁽³⁾

Phantom Stock ⁽³⁾

⁽³⁾

02/09/2019⁽³⁾

Common Stock

794.422

794.422 ⁽³⁾

Phantom Stock ⁽⁴⁾

⁽⁴⁾

02/13/2019

⁽⁴⁾

Common Stock

412.2497

Phantom Stock ⁽⁴⁾

⁽⁴⁾

02/13/2020

⁽⁴⁾

Common Stock

412.2497

Phantom Stock ⁽⁴⁾

⁽⁴⁾

02/13/2021

⁽⁴⁾

Common Stock

412.2497

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ARRIETA JORGE 303 PEACHTREE STREET ATLANTA, GA 30308			CEVP & General Auditor

Signatures

Curt Phillips, Attorney-in-Fact for Jorge Arrieta		08/15/2018
^**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 the weighted average price. The shares were sold as part of a series of transactions on the same day at prices ranging from $73.134 to $73.135.
(2)	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.
(3)	Represents time-vested restricted stock units under the 2009 Stock Plan. The Plan is exempt under Rule 16b-3. The restricted stock unit award areements contain tax withholding features which allow us to withhold units to satisfy withholding obligations. Units will be settled in shares.
(4)	Represents time-vested restricted stock units granted on February 13, 2018 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 tax withholding obligations.

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