SEC Form 4 · accession 0000750556-15-000047

SUNTRUST BANKS INC · STI

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

Reporting owner

William H Rogers Jr.

Officer — Chairman and CEO

Period of report

Feb 13, 2015

Accepted (ET)

Feb 17, 2015 · 4:49 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^F1	Feb 13, 2015	M	27,269	$41.57	A	165,547	D
Common Stock	Feb 13, 2015	M	81,703	$41.57	A	247,249	D
Common Stock	Feb 13, 2015	F	8,923	$41.57	D	238,326	D
Common Stock	Feb 13, 2015	F	39,177	$41.57	D	199,149	D
Common Stock^F2	holding	—	—		—	7,951	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^F4	—	Feb 13, 2015	M	27,269	A	Feb 24, 2014	Feb 24, 2022	Common Stock	27,269	0	D
Phantom Stock^F3	—	holding	—	—	—	—	—	Common Stock	1,747	1,747	D
Phantom Stock^F4	—	holding	—	—	—	—	—	Common Stock	8,978	17,813	D
Phantom Stock^F7	—	holding	—	—	—	Feb 21, 2015	—	Common Stock	13,449	13,449	D
Phantom Stock^F7	—	holding	—	—	—	Feb 21, 2016	—	Common Stock	13,449	13,449	D
Phantom Stock^F7	—	holding	—	—	—	Feb 21, 2017	—	Common Stock	13,450	13,450	D
Phantom Stock^F8	—	holding	—	—	—	Feb 10, 2016	—	Common Stock	12,221	12,221	D
Phantom Stock^F8	—	holding	—	—	—	Feb 10, 2017	—	Common Stock	12,221	12,221	D
Phantom Stock^F8	—	holding	—	—	—	Feb 10, 2018	—	Common Stock	12,221	12,221	D
Option^F5	$71.03	holding	—	—	—	Feb 14, 2009	Feb 14, 2016	Common Stock	32,000	32,000	D
Option^F5	$85.06	holding	—	—	—	Feb 13, 2010	Feb 13, 2017	Common Stock	35,000	35,000	D
Option^F5	$64.58	holding	—	—	—	Feb 12, 2011	Feb 12, 2018	Common Stock	88,800	88,800	D
Option^F5	$29.54	holding	—	—	—	Dec 31, 2011	Dec 31, 2018	Common Stock	100,000	100,000	D
Option^F6	$29.20	holding	—	—	—	Apr 1, 2012	Apr 1, 2021	Common Stock	84,439	84,439	D
Option^F6,F7	$21.67	holding	—	—	—	—	Feb 14, 2022	Common Stock	136,200	136,200	D
Option^F6	$27.41	holding	—	—	—	Feb 26, 2014	Feb 26, 2023	Common Stock	36,707	36,707	D
Option^F6	$27.41	holding	—	—	—	Feb 26, 2015	Feb 26, 2023	Common Stock	36,707	36,707	D
Option^F6	$27.41	holding	—	—	—	Feb 26, 2016	Feb 26, 2023	Common Stock	36,707	36,707	D

Explanation of responses

F1Includes 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(3)-3.
F2Because 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.
F3The phantom stock units were acquired under the SunTrust Banks, Inc. Deferred Compensation Plan and convert to common stock on a one-to-one basis.
F4Represents satisfaction of return on asset performance condition of performance-vested restricted stock units granted on 2/14/2012. Granted under the 2009 Stock Plan. Award will settle in shares in February, 2015.
F5Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
F6Granted pursuent to the SunTrust Banks, Inc. 2009 Stock Plan.
F7Represents 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.
F8Represents 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.