SEC Form 4 · accession 0000750556-17-000058

SUNTRUST BANKS INC · STI

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

Reporting owner

Jerome T Lienhard

Officer — CEVP and Chief Risk Officer

Period of report

Feb 21, 2017

Accepted (ET)

Feb 23, 2017 · 3:24 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
Common Stock	Feb 21, 2017	M	22,422	$59.79	A	59,888	D
Common Stock	Feb 21, 2017	M	2,463	$59.79	A	62,352	D
Common Stock	Feb 21, 2017	F	9,161	$59.79	D	53,191	D
Common Stock	Feb 21, 2017	F	1,124	$59.79	D	52,067	D

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,F5	—	Feb 21, 2017	M	2,463	D	Feb 21, 2017	—	Common Stock	2,463	0	D
Phantom Stock^F8	—	Feb 21, 2017	A	25,870	A	Feb 21, 2017	Feb 21, 2018	Comon Stock	25,870	25,870	D
Phantom Stock^F8	—	Feb 21, 2017	M	22,422	D	Feb 21, 2017	Feb 21, 2018	Common Stock	22,242	3,449	D
Phantom Stock^F2	—	holding	—	—	—	—	—	Common Stock	1,255	1,255	D
Phantom Stock^F5	—	holding	—	—	—	Feb 10, 2018	—	Common Stock	2,104	2,104	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
Option^F3	$64.58	holding	—	—	—	Feb 12, 2011	Feb 12, 2018	Common Stock	22,000	22,000	D
Phantom Stock^F6	—	holding	—	—	—	Feb 21, 2017	Feb 21, 2017	Common Stock	8,623	8,623	D
Phantom Stock^F7	—	holding	—	—	—	Feb 14, 2020	Feb 14, 2020	Common Stock	5,774	5,774	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-3. Units will be settled in shares. The award agreement contains tax withholding features which allow us to withhold units to satisfy withholding obligations.
F2- The phantom stock units were acquired under the sunTrust Banks, Inc. Deferred Compensation Plan and convert to common stock on a one-to-one basis.
F3- Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan
F4Represents 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.
F5Represents 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.
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 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.