SEC Form 4 · accession 0000750556-18-000063
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
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 4:25 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 | 109,768 | $67.48 | A | 624,426 | D | |
| Common Stock | Feb 15, 2018 | F | 49,780 | $67.48 | D | 574,646 | 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 StockF7 | — | Feb 15, 2018 | M | 109,768 | D | Feb 13, 2018 | — | Common Stock | 109,768 | 0 | D |
| Phantom StockF2 | — | holding | — | — | — | — | — | Common Stock | 1,868 | 1,868 | D |
| Phantom StockF3 | — | holding | — | — | — | — | — | Common Stock | 17,813 | 17,813 | D |
| Phantom StockF4 | — | 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 | $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 StockF5 | — | holding | — | — | — | Feb 21, 2017 | Feb 21, 2018 | Common Stock | 20,031 | 20,031 | D |
| Phantom StockF6 | — | holding | — | — | — | Feb 13, 2019 | — | Common Stock | 7,656 | 7,656 | D |
| Phantom StockF6 | — | holding | — | — | — | Feb 13, 2020 | — | Common Stock | 7,656 | 7,656 | D |
| Phantom StockF6 | — | holding | — | — | — | Feb 13, 2021 | — | Common Stock | 7,656 | 7,656 | 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 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.
- 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 time-vested restricted stock units granted on February 13, 2018 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.
- F7Represents 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.