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^*

Richards Robert Ryan

(Last)

(First)

(Middle)

303 PEACHTREE STREET, NE

(Street)

ATLANTA

30308

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2017

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)
	Chief Acct Officer & Corp Cont

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	1,893.808	D

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 Units⁽¹⁾	08/12/2014	08/12/2017	Common Stock	966.378	⁽¹⁾	D
Phantom Stock Units⁽¹⁾	02/10/2015	02/10/2018	Common Stock	533.478	⁽¹⁾	D
Phantom Stock Units⁽¹⁾	02/09/2016	02/10/2018	Common Stock	619.709	⁽¹⁾	D
Phantom Stock Units⁽¹⁾	02/14/2017	02/10/2018	Common Stock	379.697	⁽¹⁾	D
Phantom Stock Units⁽¹⁾	02/09/2016	02/10/2019	Common Stock	618.683	⁽¹⁾	D
Phantom Stock Units⁽¹⁾	02/14/2017	02/10/2019	Common Stock	379.697	⁽¹⁾	D
Phantom Stock Units⁽¹⁾	02/14/2017	02/10/2020	Common Stock	379.693	⁽¹⁾	D

Explanation of Responses:

1. Represents time-vested restricted stock units granted under the 2009 Stock Plan. The Plan is exempt under Rule 16b-3. The restricted stock unit award agreements contain tax withholding features which allow us to withhold units to satisfly withholding obligations. Units will be settled in shares.

Remarks:

	David Wisniewski, Attorney-ain-Fact for Robert Ryan Richards	05/17/2017
	** 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.