SEC Form 4 · accession 0000750556-19-000086
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 13, 2019
Accepted (ET)
Feb 15, 2019 · 9:48 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 13, 2019 | M | 7,877 | $64.65 | A | 602,571 | D | |
| Common Stock | Feb 13, 2019 | F | 3,368 | $64.65 | D | 599,203 | D | |
| Common StockF1 | holding | — | — | — | 8,086 | 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 Stock UnitsF2 | — | Feb 13, 2019 | M | 7,877 | D | Feb 13, 2019 | — | Common Stock | 7,877 | 0 | D |
| Phantom Stock UnitsF3 | — | holding | — | — | — | — | — | Common Stock | 1,922 | 1,922 | D |
| Phantom Stock UnitsF4 | — | holding | — | — | — | — | — | Common Stock | 17,813 | 17,813 | D |
| OptionF4 | $29.20 | holding | — | — | — | Apr 1, 2012 | Apr 1, 2021 | Common Stock | 84,439 | 84,439 | D |
| OptionF4 | $21.67 | holding | — | — | — | — | Feb 14, 2022 | Common Stock | 136,200 | 136,200 | D |
| OptionF4 | $27.41 | holding | — | — | — | Feb 26, 2014 | Feb 26, 2023 | Common Stock | 36,707 | 36,707 | D |
| OptionF4 | $27.41 | holding | — | — | — | Feb 26, 2015 | Feb 26, 2023 | Common Stock | 36,707 | 36,707 | D |
| OptionF4 | $27.41 | holding | — | — | — | Feb 26, 2016 | Feb 26, 2023 | Common Stock | 36,707 | 36,707 | D |
| Phantom Stock UnitsF2 | — | holding | — | — | — | Feb 13, 2020 | — | Common Stock | 7,656 | 7,656 | D |
| Phantom Stock UnitsF2 | — | holding | — | — | — | Feb 13, 2021 | — | Common Stock | 7,656 | 7,656 | D |
| Phantom Stock UnitsF5 | — | holding | — | — | — | Feb 8, 2020 | — | Common Stock | 10,079 | 10,079 | D |
| Phantom Stock UnitsF5 | — | holding | — | — | — | Feb 8, 2021 | — | Common Stock | 10,079 | 10,079 | D |
| Phantom Stock UnitsF5 | — | holding | — | — | — | Feb 8, 2022 | — | Common Stock | 10,079 | 10,079 | D |
| Phantom Stock UnitsF6 | — | holding | — | — | — | Feb 9, 2019 | — | Common Stock | 143,325 | 143,325 | 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.
- F2Represents time-vested restricted stock units granted 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.
- F3The phantom stock units were acquired under the SunTrust Banks, Inc. Deferred Compensation Plan and convert to common stock on a one-to-one basis.
- F4Granted pursuent to the SunTrust Banks, Inc. 2009 Stock Plan.
- F5Represents time-vested restricted stock units granted under the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation 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.
- F6Represents performance-vested restricted stock units granted on February 9, 2016 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 140% 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. Because 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.