SEC Form 4 · accession 0000750556-17-000056
SUNTRUST BANKS INC · STI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A Chancy
Officer — Corp. EVP-Wholesale Bank Exec
Period of report
Feb 21, 2017
Accepted (ET)
Feb 23, 2017 · 3:23 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 | Feb 21, 2017 | M | 52,034 | $59.79 | A | 170,027 | D | |
| Common Stock | Feb 21, 2017 | M | 5,717 | $59.79 | A | 175,745 | D | |
| Common Stock | Feb 21, 2017 | F | 24,951 | $59.79 | D | 150,794 | D | |
| Common Stock | Feb 21, 2017 | F | 2,742 | $59.79 | D | 148,052 | D | |
| Common StockF1 | Feb 22, 2017 | S$0 | 15,000 | — | D | 133,052 | D | |
| Common StockF2 | holding | — | — | — | 1,317 | 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 StockF3 | — | Feb 21, 2017 | M | 5,717 | D | Feb 21, 2017 | — | Common Stock | 5,717 | 0 | D |
| Phantom StockF11 | — | Feb 21, 2017 | A | 60,037 | A | Feb 21, 2017 | Feb 21, 2018 | Common Stock | 60,037 | 60,037 | D |
| Common StockF11 | — | Feb 21, 2017 | M | 52,034 | D | Feb 21, 2017 | Feb 21, 2018 | Common Stock | 52,034 | 8,003 | D |
| Phantom StockF10 | — | holding | — | — | — | — | — | Common Stock | 2,414 | 2,414 | D |
| Phantom StockF8 | — | holding | — | — | — | Feb 10, 2018 | — | Common Stock | 4,394 | 4,394 | D |
| Phantom StockF9 | — | holding | — | — | — | Feb 9, 2018 | Feb 9, 2018 | Common Stock | 4,885 | 4,885 | D |
| Phantom StockF9 | — | holding | — | — | — | Feb 9, 2019 | Feb 9, 2019 | Common Stock | 4,886 | 4,886 | D |
| Phantom StockF9 | — | holding | — | — | — | Feb 9, 2019 | Feb 9, 2019 | Common Stock | 45,235 | 45,235 | D |
| Phantom StockF9 | — | holding | — | — | — | Feb 9, 2020 | Feb 9, 2020 | Common Stock | 45,235 | 45,235 | D |
| OptionF4 | $64.58 | holding | — | — | — | Feb 12, 2011 | Feb 12, 2018 | Common Stock | 115,000 | 115,000 | D |
| OptionF4 | $9.06 | holding | — | — | — | Feb 10, 2012 | Feb 10, 2019 | Common Stock | 75,000 | 75,000 | D |
| OptionF5 | $29.20 | holding | — | — | — | Apr 1, 2012 | Apr 1, 2021 | Common Stock | 27,716 | 27,716 | D |
| OptionF5 | $21.67 | holding | — | — | — | — | Feb 14, 2022 | Common Stock | 55,400 | 55,400 | D |
| OptionF5 | $27.41 | holding | — | — | — | Feb 26, 2014 | Feb 26, 2023 | Common Stock | 14,949 | 14,949 | D |
| OptionF5 | $27.41 | holding | — | — | — | Feb 26, 2015 | Feb 26, 2023 | Common Stock | 14,949 | 14,949 | D |
| OptionF5 | $27.41 | holding | — | — | — | Feb 26, 2016 | Feb 26, 2023 | Common Stock | 14,948 | 14,948 | D |
| Phantom StockF6 | — | holding | — | — | — | Feb 21, 2017 | Feb 21, 2017 | Common Stock | 20,012 | 20,012 | D |
| Phantom StockF7 | — | holding | — | — | — | Feb 14, 2020 | Feb 24, 2020 | Common Stock | 8,156 | 8,156 | D |
Explanation of responses
- F1Sold at prices ranging from $59.77 to $59.845.
- F10The 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.
- F11Represents performance stock which was granted on February 21, 2014 and which vested on February 21, 2017. Award is settled in common stock. Because exceptional performance resulted in the award vesting at greater than 130% of target, the amount that vested in excess of 130% is subject to a one year deferral.
- 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.
- F3Represents 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.
- F4Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
- F5Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. Award vests annually over the next three years.
- F6Represents 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.
- F7Represents 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.
- 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.
- F9Represents 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.