SEC Form 4 · accession 0000750556-17-000180

SUNTRUST BANKS INC · STI

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

Reporting owner

Aleem Gillani

Officer — Corp. Exec. Vice Pres and CFO

Period of report

Nov 30, 2017

Accepted (ET)

Dec 4, 2017 · 10:42 am 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^F1	Nov 30, 2017	S$0	7,000	—	D	256,816	D
Common Stock	Nov 30, 2017	G	1,200	$0.00	D	255,616	D
Common Stock^F2	holding	—	—		—	7,112	I	401(k)
Common Stock^F3	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 Stock^F4	—	holding	—	—	—	—	—	Common Stock	1,077	1,077	D
Phantom Stock^F5	—	holding	—	—	—	Feb 10, 2018	—	Common Stock	3,111	3,111	D
Phantom Stock^F6	—	holding	—	—	—	Feb 9, 2018	—	Common Stock	3,631	3,631	D
Phantom Stock^F6	—	holding	—	—	—	Feb 9, 2019	—	Common Stock	3,632	3,632	D
Phantom Stock^F7	—	holding	—	—	—	Feb 21, 2017	Feb 21, 2017	Common Stock	12,751	12,751	D
Phantom Stock^F8	—	holding	—	—	—	Feb 14, 2020	Feb 14, 2020	Common Stock	5,774	5,774	D
Phantom Stock^F9	—	holding	—	—	—	Feb 21, 2017	Feb 21, 2018	Common Stock	5,099	5,099	D

Explanation of responses

F1Sold at prices ranging from $61.88 to $61.883.
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.
F3Shares 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.
F4Acquired under the SunTrust Banks, Inc. Deferred Compensation Plan. These convert to common stock on a one-for-one basis.
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.