SEC Form 4 · accession 0000750556-18-000059

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

Feb 15, 2018

Accepted (ET)

Feb 20, 2018 · 4:21 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	289,832	D
Common Stock	Feb 15, 2018	F	11,994	$67.48	D	261,890	D
Common Stock^F1	holding	—	—		—	7,102	I	401(k)
Common Stock^F2	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^F6	—	Feb 15, 2018	M	27,943	D	Feb 13, 2018	—	Common Stock	27,943	0	D
Phantom Stock^F3	—	holding	—	—	—	—	—	Common Stock	1,084	1,084	D
Phantom Stock^F4	—	holding	—	—	—	Feb 9, 2019	—	Common Stock	3,632	3,632	D
Phantom Stock^F4,F8	—	holding	—	—	—	Feb 14, 2018	Feb 14, 2020	Common Stock	5,774	3,805	D
Phantom Stock^F5	—	holding	—	—	—	Feb 21, 2017	Feb 21, 2018	Common Stock	5,099	5,099	D
Phantom Stock^F7	—	holding	—	—	—	Feb 13, 2020	—	Common Stock	22,085	22,085	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.
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 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.
F5Represents performance stock which was granted on Feruary 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 excell 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.
F7Represents time-vested restricted stock uits granted on February 13, 2018 under the SunTrust Banks, Inc. 2009 Stock Plan. Award will vest on February 13, 2020 and will be settled in shares of common stock. The plan is exempt under Rule 16b-3. The award agreement contains tax withholding features which allow us to withhold units to satisfy tax withholding obligations.
F8Represents time-vested restricted stock units granted on February 14, 2017 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 tax withholding obligations.