SEC Form 4 · accession 0000750556-17-000061
SUNTRUST BANKS INC · STI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aleem Gillani
Officer — Corp. Exex. Vice Pres and CFO
Period of report
Feb 21, 2017
Accepted (ET)
Feb 23, 2017 · 3:46 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 | 33,153 | $59.79 | A | 276,391 | D | |
| Common Stock | Feb 21, 2017 | M | 3,642 | $59.79 | A | 280,034 | D | |
| Common Stock | Feb 21, 2017 | F | 14,471 | $59.79 | D | 265,563 | D | |
| Common Stock | Feb 21, 2017 | F | 1,747 | $59.79 | D | 263,816 | D | |
| Common StockF1 | holding | — | — | — | 7,119 | I | 401(k) | |
| Common StockF2 | holding | — | — | — | 1,500 | I | Custodial Account | |
| Common Stock | holding | — | — | — | 950 | I | IRA | |
| Common Stock | holding | — | — | — | 400 | I | Roth IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF4 | — | Feb 21, 2017 | M | 3,642 | A | Feb 21, 2017 | — | Common Stock | 3,642 | 0 | D |
| Phantom StockF9 | — | Feb 21, 2017 | A | 38,251 | A | Feb 21, 2017 | Feb 21, 2018 | Common Stock | 38,251 | 38,251 | D |
| Phantom StockF9 | — | Feb 21, 2017 | M | 33,153 | D | Feb 21, 2017 | Feb 21, 2018 | Common Stock | 33,153 | 5,099 | D |
| Phantom StockF3 | — | holding | — | — | — | — | — | Common Stock | 1,060 | 1,060 | D |
| Phantom StockF5 | — | holding | — | — | — | Feb 10, 2018 | — | Common Stock | 3,111 | 3,111 | D |
| Phantom StockF6 | — | holding | — | — | — | Feb 9, 2018 | — | Common Stock | 3,631 | 3,631 | D |
| Phantom StockF6 | — | holding | — | — | — | Feb 9, 2019 | — | Common Stock | 3,632 | 3,632 | D |
| Phantom StockF7 | — | holding | — | — | — | Feb 21, 2017 | Feb 21, 2017 | Common Stock | 12,751 | 12,751 | D |
| Phantom StockF8 | — | holding | — | — | — | Feb 14, 2020 | Feb 14, 2020 | Common Stock | 5,774 | 5,774 | D |
Explanation of responses
- F1Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents vares based on the closing price of SunTrust stock on the applicable measurement date.
- F2Shares are held in a custodial account for the benefit of an adult familiy member over which account the reporting person has investment and voting control.
- F3Acquired under the SunTrust Banks, Inc. Deferred Compensation Plan. These convert to common stock on a one-for-one basis.
- 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 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.
- 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.
- F9Represents 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.