SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
REED WILLIAM R JR
(Last) (First) (Middle)
303 PEACHTREE STREET
(Street)
ATLANTA GA 30308
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SUNTRUST BANKS INC [ STI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2006
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/05/2006 G V 2,000 D (1) 30,393 D
Common Stock 30,051.077 I 401(k)(2)
Common Stock 124,200 I Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option(3) $48.33 10/01/2004 01/14/2013 Common Stock 2,069 2,069 D
Option(3) $52.09 10/01/2004 01/15/2012 Common Stock 1,919 1,919 D
Option(3) $48.33 01/14/2004 01/14/2013 Common Stock 24,347 24,347 D
Option(3) $52.09 01/15/2003 01/15/2012 Common Stock 36,157 36,157 D
Option(4) $49.97 01/16/2002 01/16/2011 Common Stock 19,168 19,168 D
Option(4) $31.93 07/05/2001 07/05/2010 Common Stock 49,530 49,530 D
Option(4) $35.84 01/14/1999 01/14/2009 Common Stock 12,383 12,383 D
Option(5) $56.17 10/01/2004 01/21/2014 Common Stock 49,926 49,926 D
Option(6) $71.24 10/01/2007 10/01/2014 Common Stock 100,000 100,000 D
Option(6) $71.03 02/14/2009 02/14/2016 Common Stock 47,734 47,734 D
Phantom Stock Units(7) (7) (7) (7) Common Stock 1,306.639 1,306.639 D
Phantom Stock Units(8) (8) (8) (8) Common Stock 53.4414 53.4414 D
Explanation of Responses:
1. This transaction is a gift.
2. Acquired under the National Commerce Financial Corporation Investment Plan, which was frozen on 12/31/04, and merged into the SunTrust Banks, Inc. 401(k) Plan on July 1, 2005. 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 SunTrust stock on the applicable measurement date.
3. Granted pursuant to the National Commerce Financial Corporation Amended and Restated Long-Term Incentive Plan.
4. Granted pursuant to the National Commerce Financial Corporation 1994 Stock Plan, Amended and Restated.
5. Granted pursuant to the National Commerce Financial Corporation 2003 Stock and Incentive Plan.
6. Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
7. Acquired under the National Commerce Bancorporation Deferred Compensation Plan, which is a frozen plan. These phantom stock units convert to common stock on a one-for-one basis. Payouts occur annually in January, ending in 2009.
8. The reported phantom stock units were acquired under SunTrust Banks, Inc.'s 401(k) excess benefit plan. These phantom stock units convert to common stock on a one-for-one basis.
Remarks:
David A. Wisniewski, Attorney-in-Fact for William R. Reed, Jr. 12/11/2006
** 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 4 (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.