SEC Form 4 · accession 0000750556-17-000041

SUNTRUST BANKS INC · STI

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

Reporting owner

Thomas E Freeman

Officer — Corp. EVP & Consumer Executive

Period of report

Feb 15, 2017

Accepted (ET)

Feb 16, 2017 · 3:10 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	holding	—	—		—	223,149	D
Common Stock^F2	holding	—	—		—	652	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 15, 2017	A	14,009	A	Feb 21, 2017	Feb 21, 2017	Common Stock	14,009	14,009	D
Phantom Stock^F8	—	Feb 15, 2017	A	5,774	A	Feb 14, 2020	Feb 14, 2020	Common Stock	5,774	5,774	D
Phantom Stock Units^F3	—	holding	—	—	—	—	—	Common Stock	1,554	1,554	D
Phantom Stock^F5	—	holding	—	—	—	Feb 21, 2017	—	Common Stock	3,762	3,762	D
Phantom Stock^F6	—	holding	—	—	—	Feb 10, 2018	—	Common Stock	3,111	3,111	D
Phantom Stock^F1	—	holding	—	—	—	Feb 9, 2018	Feb 9, 2018	Common Stock	3,458	3,458	D
Phantom Stock^F1	—	holding	—	—	—	Feb 9, 2019	Feb 9, 2019	Common Stock	3,459	3,459	D
Phantom Stock^F1	—	holding	—	—	—	Feb 9, 2018	Feb 9, 2018	Common Stock	22,617	22,617	D
Phantom Stock^F1	—	holding	—	—	—	Feb 9, 2019	Feb 9, 2019	Common Stock	22,618	22,618	D
Option^F4	$64.58	holding	—	—	—	Feb 12, 2011	Feb 12, 2018	Common Stock	81,400	81,400	D

Explanation of responses

F1Represents time-vested restricted stock units granted on February 9, 2016 under the SunTrust Banks, Inc. 2009 Stock Plan. the plan is exempt under Rule 16b-03. Units will be settled in shares. The award agreement contains tax withholding features which allow us to withhold units to satisfy withholding obligations.
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 SunTrust Banks, Inc.'s Deferred Compensation Plan. These securities convert to common stock on a one-for-one basis.
F4Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan. Includes shares acquired upon dividend reinvestment.
F5Represents 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.
F6Represents 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.
F7Represents restricted stock unit award granted on February 21, 2014 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Transaction represents the satisfaction of EPS/TSR/ROTCE performance conditions. The Restricted Stock Unit award agreements contain tax withholding provisions which allow us to satisfy tax withholding obligations by netting shares. Award will vest on February 21, 2017 and will be settled in shares of common stock.
F8Represents time-vested restricted stock unit award granted on February 14, 2017 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Award will vest on February 14, 2020 and will be settled in Shares of common stock. The Restricted Unit award agreements contain tax withholding provisions which allow us to satisfy tax withholding obligations by netting shares.