SEC Form 4 · accession 0000750556-15-000026

SUNTRUST BANKS INC · STI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas E Panther

Officer — SVP, Controller, CAO

Period of report

Feb 10, 2015

Accepted (ET)

Feb 12, 2015 · 3:38 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000750556

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F5	holding	—	—		—	27,918	D
Common Stock^F3	holding	—	—		—	1,101	I	401(k)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock^F7	—	Feb 10, 2015	A	793	A	Feb 10, 2016	—	Common Stock	793	793	D
Phantom Stock^F7	—	Feb 10, 2015	A	793	A	Feb 10, 2017	—	Common Stock	793	793	D
Phantom Stock^F7	—	Feb 10, 2015	A	794	A	Feb 10, 2018	—	Common Stock	794	794	D
Phantom Stock^F6	—	holding	—	—	—	—	—	Common Stock	991	991	D
Phantom Stock^F2	—	holding	—	—	—	Feb 21, 2015	—	Common Stock	941	941	D
Phamton Stock^F2	—	holding	—	—	—	Feb 21, 2016	—	Common Stock	942	942	D
Phantom Stock^F2	—	holding	—	—	—	Feb 21, 2017	—	Common Stock	942	942	D
Option^F4	$73.14	holding	—	—	—	Feb 8, 2008	Feb 8, 2015	Common Stock	7,000	7,000	D
Option^F1	$21.67	holding	—	—	—	—	Feb 13, 2022	Common Stock	9,933	9,933	D

Explanation of responses

F1Granted under the SunTrust Banks, Inc. 2009 Stock Plan. One third of the award vests each year for three years.
F2Represents time-vested phantom stock granted on February 21, 2014 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. The restricted stock unit agreements contain tax withholding provisions which allow us to withhold units to satisfy tax withholding obligations. Units will be settled in shares.
F3Because 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.
F4Granted under the SunTrust Banks, Inc. 2004 Stock Plan.
F5Includes restricted stock granted under the SunTrust Banks, Inc. 2004 and 2009 Stock Plans which are subject to vesting conditions. The restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. The plans are exempt under Rule 16(b)-3. Includes 9,400 shares which vest on 2/14/2015, and 6,279 shares which vest on 2/12/2016.
F6Phantom stock units acquired under the SunTrust Bank, Inc. Deferred Compensation Plan. These phantom stock units convert to common stock on a one-for-one basis.
F7Represents time-vested restricted stock units granted on February 10, 2015 under the 2009 Stock Plan. the Plan is exempt under Rule 16b-3. The restricted stock unit award agreements contain tax withholding features which allow us to withhold units to satisfly withholding obligations. Units will be settled in shares.