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*
GARROTT THOMAS M
(Last) (First) (Middle)
ONE COMMERCE SQUARE
FOURTH FLOOR
(Street)
MEMPHIS TN 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)
02/28/2006
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 02/28/2006 G V 225,463 A (1) 225,463 D
Common Stock 54,232.06 I 401(k)(2)
Common Stock 21,291 I Investment I, LP
Common Stock 134,582 I Investment II, LP
Common Stock 99,007 I Children(3)
Common Stock 561,219 I Trust(4)
Common Stock 02/28/2006 G V 225,463 D (1) 0 I Trust(5)
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(6) $48.33 10/01/2004 01/14/2013 Common Stock 2,069 2,069 D
Option(6) $52.09 10/01/2004 01/15/2012 Common Stock 1,919 1,919 D
Option(6) $48.33 01/14/2004 01/14/2013 Common Stock 120,418 120,418 D
Option(6) $52.09 01/15/2003 01/15/2012 Common Stock 120,568 120,568 D
Option(7) $49.97 01/16/2002 01/16/2011 Common Stock 59,089 59,089 D
Option(8) $56.17 10/01/2004 01/21/2014 Common Stock 122,488 122,488 D
Option(9) $73.14 02/08/2008 02/08/2015 Common Stock 122,488 122,488 D
Option(9) $71.03 02/14/2009 02/14/2016 Common Stock 122,488 122,488 D
Phantom Stock Units(10) (10) (10) (10) Common Stock 30,349.1491 30,349.1491 D
Explanation of Responses:
1. This transaction is a gift.
2. Acquired under the National Commerce Financial Corporation Investment Plan, which was frozen 12/31/04, and merged into the SunTrust Banks, Inc. 401(k) Plan on 7/1/05. 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. Held in trust for children.
4. Garrott 2005 Investments LTD with respect to which the Reporting Person serves as general partner.
5. Thomas M. Garrott 2003 Trust with respect to which the Reporting Person is the grantor and a beneficiary.
6. Granted pursuant to the National Commerce Financial Corporation Amended and Restated Long-Term Incentive Plan.
7. Granted pursuant to the National Commerce Financial Corporation 1994 Stock Plan Amended and Restated.
8. Granted pursuant to the National Commerce Financial Corporation 2003 Stock and Incentive Plan.
9. Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
10. 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.
Remarks:
Raymond D. Fortin, Attorney-in-Fact for Thomas M. Garrott 03/03/2006
** 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.