SEC Form 4 · accession 0000750556-18-000058
SUNTRUST BANKS INC · STI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas E Freeman
Officer — Corp. EVP & Efficiency Exec.
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 4:20 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 15, 2018 | M | 27,943 | $67.48 | A | 195,597 | D | |
| Common Stock | Feb 15, 2018 | F | 12,672 | $67.48 | D | 182,925 | D | |
| Common StockF2 | holding | — | — | — | 650 | 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 StockF6 | — | Feb 15, 2018 | M | 27,943 | D | Feb 13, 2018 | — | Common Stock | 27,943 | 0 | D |
| Phantom Stock UnitsF3 | — | holding | — | — | — | — | — | Common Stock | 1,589 | 1,589 | D |
| Phantom StockF1 | — | holding | — | — | — | Feb 9, 2019 | Feb 9, 2019 | Common Stock | 22,618 | 22,618 | D |
| Phantom StockF4 | — | holding | — | — | — | Feb 14, 2018 | Feb 14, 2020 | Common Stock | 5,774 | 3,805 | D |
| Phantom StockF5 | — | holding | — | — | — | Feb 21, 2017 | Feb 21, 2018 | Common Stock | 5,602 | 5,602 | 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-03. Units will be settled in shares. The award agreement contains tax withholding features which allow us to withhold units to satisfy withholding obligations.
- 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.
- F3The 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.
- F4Represents time-vested restricted stock unit award granted on February 14th, 2017 under the SunTrust Banks, Inc 2009 Stock Plan. The plan is exempt under Rule 16b-3. Award will be settled in share of common stock. The restricted unit award agreements contain tax withholding provisions which allow us to satisfy tax withholding obligtions by netting shares.
- F5Represents 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.
- F6Represents performance-vested restricted stock units granted on February 10, 2015 under the SunTrust Banks, Inc. 2009 Stock Plan. Transaction represents the satisfaction of EPS/TSR/ROTCE performance conditions. Performance resulted in the award vesting at 120% of target. 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 tax withholding obligations.