Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gillani Aleem
  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)
Corp. Exex. Vice Pres and CFO
(Last)
(First)
(Middle)
303 PEACHTREE STREET, N.E.
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2013
(Street)

ATLANTA, GA 30303
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 03/28/2013   M   2,707.813 A $ 28.81 76,997.813 D (1)  
Common Stock 03/28/2013   F   879 D $ 28.81 76,118.813 D  
Common Stock               300 I Custodial Account (2)
Common Stock               2,300 I Custodial Account (3)
Common Stock               3,500 I Trust (4)
Common Stock               6,848.0541 I 401(k) (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Phantom Stock (6)               (6)   (6) Common Stock 986.8754   986.8754 D  
Phantom Stock (7) (7) 03/28/2013   M     2,707.813   (7)   (7) Common Stock 2,707.813 (7) 2,707.81 D  
Phantom Stock (8) (8)               (8)   (8) Common Stock 17,233.59   17,233.59 D  
Option (9) $ 23.7             01/14/2013 01/14/2020 Common Stock 5,000   0 D  
Option (9) $ 32.27             02/08/2014 02/08/2021 Common Stock 19,300   19,300 D  
Option (10) $ 21.67               (10) 02/14/2022 Common Stock 44,400   44,400 D  
Option (10) $ 27.41             02/26/2014 02/26/2023 Common Stock 11,464   11,464 D  
Option (10) $ 27.41             02/26/2015 02/26/2023 Common Stock 11,464   11,464 D  
Option (10) $ 27.41             02/26/2016 02/26/2023 Common Stock 11,465   11,465 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gillani Aleem
303 PEACHTREE STREET, N.E.
ATLANTA, GA 30303
      Corp. Exex. Vice Pres and CFO  

Signatures

 David A. Wisniewski, Attorney-in-Fact for Aleem Gillani   04/01/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Granted under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under SEC Rule 16b-3; includes 7,290 shares of restricted stock which vest on February 9, 2014.
(2) Shares are held in a custodial account for the benefit of an adult familiy member over which account the reporting person has investment and voting control.
(3) Shares are held in a custodial account for the benefit of a minor child of the reporting person over which account the reporting person has investment and voting control.
(4) Shares are held in a family trust over which the reporting person has voting and investment control.
(5) Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents vares based on the closing price of SunTrust stock on the applicable measurement date.
(6) Acquired under the SunTrust Banks, Inc. Deferred Compensation Plan. These convert to common stock on a one-for-one basis.
(7) Reflects satisfaction of performance vesting condition (Tier 1 Capital) as of December 31, 2011 with respect to restricted stock units originally granted under the SunTrust Banks, Inc. 2009 Stock Plan on April 26, 2011. Grant was exempt pursuant to Rule 16b-3. Award remains subject to time-vesting criterion and will vest pro rata annually (i.e. one-third each year) and will vest post-retirement provided certain noncompetition and other restrictive covenants are performed.
(8) Represents restricted stock units, half of which vest on 2/14/2014 and half on 2/15/2015.
(9) Granted under the SunTrust Banks, Inc. 2009 Stock Plan.
(10) Granted pursuant to the SunTrust Banks, inc. 2009 Stock Plan. One third of the award vests each year for three years.

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