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^*

KOEHN GEORGE W

(Last)

(First)

(Middle)

(Street)

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2003

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	07/15/2003		M		11,350	A	30.25	37,350	D
Common Stock	07/15/2003		F		5,579	D	61.54	31,771⁽¹⁾	D

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	30.25	07/15/2003		M			1,450	08/08/1996	08/08/2005	Common Stock	1,450	$61.54	0	D
Option	30.25	07/15/2003		M			3,300	08/08/1997	08/08/2005	Common Stock	3,300	$61.54	0	D
Option	30.25	07/15/2003		M			3,300	08/08/1998	08/08/2005	Common Stock	3,300	$61.54	0	D
Option	30.25	07/15/2003		M			3,300	08/08/1999	08/08/2005	Common Stock	3,300	$61.54	0⁽²⁾⁽³⁾	D

Explanation of Responses:

1. Mr. Koehn owns indirectly 400 shares through his spouse and 340.594 shares in the 401(k) Plan. 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. Mr. Koehn also owns indirectly 22,210 shares of restricted stock held under the 1986 SunTrust Executive Stock Plan, the 1995 SunTrust Executive Stock Plan and the SunTrust Banks, Inc. 2000 Stock Plan, which are subject to certain vesting conditions. The restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. All plans are exempt under Rule 16(b)-3.

2. These options were granted pursuant to the 1995 SunTrust Executive Stock Plan.

3. Mr. Koehn also owns directly 2,839.8484 phantom stock units, which were acquired under SunTrust Banks, Inc.'s 401(k) excess benefit plan. He owns directly 16,000 phantom stock units, which were granted in exchange for restricted stock and will be paid out on various dates. These securities convert to common stock on a one-for-one basis. In addition, Mr. Koehn owns directly options for 6,000 shares of common stock at $73.0625, exercisable on 11/9/02 and expiring on 11/9/09, which were granted pursuant to the 1995 SunTrust Executive Stock Plan. Mr. Koehn also owns options at the following prices, exercisable dates and expiration dates: 15,000 shares at $51.125, exercisable on 11/14/03 and expiring on 11/14/10; 15,000 shares at $64.57, exercisable on 11/13/04 and expiring on 11/13/11; and 15,000 shares at $54.28, exercisable on 2/11/06 and expiring on 2/11/13. These options were granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.

	Raymond Fortin, Attorney-in-Fact for George W. Koehn	07/16/2003
	** Signature of Reporting Person	Date
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