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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gillani Aleem

(Last)

(First)

(Middle)

303 PEACHTREE STREET, NE

(Street)

ATLANTA

30308

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2011

3. Issuer Name and Ticker or Trading Symbol
SUNTRUST BANKS INC [ STI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEVP, CFO and Treasurer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	49,975	D⁽¹⁾
Common Stock	200	I	Custodial Account⁽²⁾
Common Stock	2,000	I	Custodial Account⁽³⁾
Common Stock	3,500	I	Trust⁽⁴⁾
Common Stock	5,030.065	I	401 (k)⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	971.7448	⁽⁶⁾	D
Option⁽⁷⁾	01/14/2013	01/14/2020	Common Stock	5,000	$23.7	D
Option⁽⁷⁾	02/08/2014	02/08/2021	Common Stock	19,300	$32.27	D

Explanation of Responses:

1. Includes 2,500 shares of restricted stock which vest on October 31, 2011, 6,810 shares of restricted stock which vest on February 10, 2012, 9,225 shares of restricted stock which vest on August 11, 2012, 3,800 shares which vest on February 9, 2013 and 7,290 shares which vest on February 8, 2014.

2. Shares are held in a custodial account for the benefit of an adult family member of the reporting person and over which shares the reporting person has investment and voting control.

3. Shares are held in a custodial account for the benefit of a minor child of the reporting person and over which shares the reporting person has investment and voting control.

4. Reporting person has voting and investment control of the shares owned by a family trust.

5. Because 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 the SunTrust stock on the applicable measurement date.

6. The reported phantom stock units were acquired under the SunTrust Banks, Inc. 401 (k) Deferred Compensation plan. These phantom stock units convert to common stock on a one-for-one basis.

7. Granted under the SunTrust Banks, Inc. 2009 Stock Plan.

Remarks:

	David A. Wisniewski, Attorney-in-Fact for Aleem Gillani	04/28/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.