SEC Form 4 · accession 0000750556-15-000134

SUNTRUST BANKS INC · STI

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

Reporting owner

Thomas E Freeman

Officer — Corp. EVP & Chief Credit Off.

Period of report

Aug 5, 2015

Accepted (ET)

Aug 6, 2015 · 4:58 pm EDT

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^F3	Aug 5, 2015	M	25,276	$9.06	A	69,634	D
Common Stock^F1,F4	Aug 5, 2015	S$0	14,825	—	D	54,809	D
Common Stock	holding	—	—		—	128	I	Son
Common Stock^F2	holding	—	—		—	646	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
Option^F6	$9.06	Aug 5, 2015	M	25,276	D	Feb 10, 2012	Feb 10, 2019	Common Stock	25,276	0	D
Phantom Stock Units^F4	—	holding	—	—	—	—	—	Common Stock	1,501	1,501	D
Phantom Stock^F8	—	holding	—	—	—	Feb 21, 2016	—	Common Stock	3,761	3,761	D
Phantom Stock^F8	—	holding	—	—	—	Feb 21, 2017	—	Common Stock	3,762	3,762	D
Phantom Stock^F9	—	holding	—	—	—	Feb 10, 2016	—	Common Stock	3,111	3,111	D
Phantom Stock^F9	—	holding	—	—	—	Feb 10, 2017	—	Common Stock	3,111	3,111	D
Phantom Stock^F9	—	holding	—	—	—	Feb 10, 2018	—	Common Stock	3,111	3,111	D
Option^F5	$71.03	holding	—	—	—	Feb 14, 2009	Feb 14, 2016	Common Stock	18,000	18,000	D
Option^F5	$85.06	holding	—	—	—	Feb 13, 2010	Feb 13, 2017	Common Stock	20,000	20,000	D
Option^F5	$64.58	holding	—	—	—	Feb 12, 2011	Feb 12, 2018	Common Stock	81,400	81,400	D
Option^F5	$9.06	holding	—	—	—	Feb 10, 2012	Feb 10, 2019	Common Stock	250,000	250,000	D
Option^F7	$29.20	holding	—	—	—	Apr 1, 2012	Apr 1, 2021	Common Stock	27,349	27,349	D
Option^F7	$21.67	holding	—	—	—	—	Feb 14, 2022	Common Stock	44,400	44,400	D
Option^F7	$27.41	holding	—	—	—	Feb 26, 2014	Feb 26, 2023	Common Stock	13,495	13,495	D
Option^F7	$27.41	holding	—	—	—	Feb 26, 2015	Feb 26, 2023	Common Stock	13,495	13,495	D
Option^F7	$27.41	holding	—	—	—	Feb 26, 2016	Feb 26, 2023	Common Stock	13,496	13,496	D

Explanation of responses

F1Sold at prices ranging from $44.42 to $44.45.
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.
F3Includes 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.
F4The 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.
F5Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan. Includes shares acquired upon dividend reinvestment.
F6Granted pursuant to the SunTrust Banks, Inc. 2004 StockPlan.
F7Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. Award vests annually over the next three years.
F8Represents 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.
F9Represents 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.