SEC FORM 4

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

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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^*

GARROTT THOMAS M

(Last)

(First)

(Middle)

ONE COMMERCE SQUARE

FOURTH FLOOR

(Street)

MEMPHIS

38150

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								52,537.3838	I	NCF 401(k) Plan⁽¹⁾
Common Stock								21,291	I	Investment I, LP
Common Stock								134,582	I	Investment II, LP
Common Stock								99,007	I	Children⁽²⁾
Common Stock	05/23/2005		S		58,200	D	$74.9622	839,682	I	Trust⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option⁽⁴⁾	$48.33							10/01/2004	01/14/2013	Common Stock	2,069		2,069	D
Option⁽⁴⁾	$52.09							10/01/2004	01/15/2012	Common Stock	1,919		1,919	D
Option⁽⁴⁾	$48.33							01/14/2004	01/14/2013	Common Stock	120,418		120,418	D
Option⁽⁴⁾	$52.09							01/15/2003	01/15/2012	Common Stock	120,568		120,568	D
Option⁽⁵⁾	$49.97							01/16/2002	01/16/2011	Common Stock	59,089		59,089	D
Option⁽⁶⁾	$56.17							10/01/2004	01/21/2014	Common Stock	122,488		122,488	D
Phantom Stock Units⁽⁷⁾	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	29,542.9013		29,542.9013	D
Phantom Stock Units⁽⁸⁾	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	16,675.182		16,675.182	D
Option⁽⁹⁾	$73.14							02/08/2008	02/08/2015	Common Stock	122,488		122,488	D

Explanation of Responses:

1. Acquired under the National Commerce Financial Corporation Investment Plan, which was frozen 12/31/04.

2. Held in trust for children.

3. Garrott 2005 Investments LTD with respect to which the Reporting Person serves as general partner.

4. Granted pursuant to the National Commerce Financial Corporation Amended and Restated Long-Term Incentive Plan.

5. Granted pursuant to the National Commerce Financial Corporation 1994 Stock Plan Amended and Restated.

6. Granted pursuant to the National Commerce Financial Corporation 2003 Stock and Incentive Plan.

7. Acquired under the National Commerce Financial Corporation Equity Investment Plan, which was frozen 12/31/04. These securities convert to common stock on a one-for-one basis.

8. Acquired under the National Commerce Bancorporation Deferred Compensation Plan, which is a frozen plan. These securities convert to common stock on a one-for-one basis. Payouts occur annually in January, ending in 2006.

9. Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.

Remarks:

	Kimberly N. Rhodes, Attorney-in-Fact for Thomas M. Garrott	05/24/2005
	** 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.
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