SEC Form 4 · accession 0000750556-18-000020
SUNTRUST BANKS INC · STI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William H Rogers Jr.
Officer — Chairman and CEO
Period of report
Jan 24, 2018
Accepted (ET)
Feb 5, 2018 · 2:29 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 | Jan 24, 2018 | G | 5,075 | $0.00 | D | 496,875 | D | |
| Common Stock | Jan 29, 2018 | G | 2,175 | $0.00 | D | 494,700 | D | |
| Common StockF1 | holding | — | — | — | 8,065 | 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 StockF2 | — | holding | — | — | — | — | — | Common Stock | 1,868 | 1,868 | D |
| Phantom StockF3 | — | holding | — | — | — | — | — | Common Stock | 17,813 | 17,813 | D |
| Phantom StockF5 | — | holding | — | — | — | Feb 10, 2018 | — | Common Stock | 12,221 | 12,221 | D |
| Phantom StockF6 | — | holding | — | — | — | Feb 9, 2018 | Feb 9, 2018 | Common Stock | 13,586 | 13,586 | D |
| Phantom StockF6 | — | holding | — | — | — | Feb 9, 2019 | Feb 9, 2019 | Common Stock | 13,587 | 13,587 | D |
| OptionF3 | $29.20 | holding | — | — | — | Apr 1, 2012 | Apr 1, 2021 | Common Stock | 84,439 | 84,439 | D |
| OptionF3,F4 | $21.67 | holding | — | — | — | — | Feb 14, 2022 | Common Stock | 136,200 | 136,200 | D |
| OptionF3 | $27.41 | holding | — | — | — | Feb 26, 2014 | Feb 26, 2023 | Common Stock | 36,707 | 36,707 | D |
| OptionF3 | $27.41 | holding | — | — | — | Feb 26, 2015 | Feb 26, 2023 | Common Stock | 36,707 | 36,707 | D |
| OptionF3 | $27.41 | holding | — | — | — | Feb 26, 2016 | Feb 26, 2023 | Common Stock | 36,707 | 36,707 | D |
| Phantom StockF7 | — | holding | — | — | — | Feb 21, 2017 | Feb 21, 2017 | Common Stock | 50,090 | 50,090 | D |
| Phantom StockF8 | — | holding | — | — | — | Feb 21, 2017 | Feb 21, 2018 | Common Stock | 20,031 | 20,031 | 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 varies based on the closing price of SunTrust stock on the applicable measurement date.
- F2The phantom stock units were acquired under the SunTrust Banks, Inc. Deferred Compensation Plan and convert to common stock on a one-to-one basis.
- F3Granted pursuent 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 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.
- 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 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.