Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] 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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* ROGERS WILLIAM H JR	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) Chairman and CEO
(Last) (First) (Middle) 303 PEACHTREE STREET, N.E.	3. Date of Earliest Transaction (MM/DD/YYYY) 12/6/2019
(Street) ATLANTA, GA 30308 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	12/6/2019		D		666320.81	D	⁽¹⁾	0	D
Common Stock	12/6/2019		D		8087.2456	D	⁽¹⁾	0	I	401(k) ⁽²⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option	$29.20	12/6/2019		D			84439	⁽³⁾	4/1/2021	Common Stock	84439	⁽⁴⁾	0	D
Option	$21.67	12/6/2019		D			136200	⁽³⁾	2/14/2022	Common Stock	136200	⁽⁵⁾	0	D
Option	$27.41	12/6/2019		D			36708	⁽³⁾	2/26/2023	Common Stock	36708	⁽⁶⁾	0	D
Option	$27.41	12/6/2019		D			36707	⁽³⁾	2/26/2023	Common Stock	36707	⁽⁷⁾	0	D
Option	$27.41	12/6/2019		D			36706	⁽³⁾	2/26/2023	Common Stock	36706	⁽⁸⁾	0	D
Phantom Stock Units	⁽⁹⁾	12/6/2019		D			8129.55	2/13/2020	2/13/2020	Common Stock	8129.55	⁽¹⁰⁾	0	D
Phantom Stock Units	⁽⁹⁾	12/6/2019		D			8128.49	2/13/2021	2/13/2021	Common Stock	8128.49	⁽¹¹⁾	0	D
Phantom Stock Units	⁽⁹⁾	12/6/2019		D			34679.501	2/8/2020	2/8/2020	Common Stock	34679.501	⁽¹²⁾	0	D
Phantom Stock Units	⁽⁹⁾	12/6/2019		D			34678.469	2/8/2021	2/8/2021	Common Stock	34678.469	⁽¹³⁾	0	D
Phantom Stock Units	⁽⁹⁾	12/6/2019		D			34677.443	2/8/2022	2/8/2022	Common Stock	34677.443	⁽¹⁴⁾	0	D
Phantom Stock Units	⁽⁹⁾	12/6/2019		D			8210.397	2/14/2020	2/14/2020	Common Stock	8210.397	⁽¹⁵⁾	0	D
Phantom Stock Units	⁽¹⁶⁾⁽¹⁷⁾	12/6/2019		D			10567.36	2/9/2019	2/9/2019	Common Stock	10567.36	⁽¹⁸⁾	0	D
Phantom Stock Units	⁽¹⁹⁾	12/6/2019		D			1968.1452	⁽¹⁹⁾	⁽¹⁹⁾	Common Stock	1968.1452	⁽²⁰⁾	0	D
Phantom Stock Units	⁽²¹⁾	12/6/2019		A		85557.92		2/14/2020	2/14/2020	Common Stock	85557.92	⁽²¹⁾	85557.92	D
Phantom Stock Units	⁽²¹⁾	12/6/2019		A		75209.472		2/13/2021	2/13/2021	Common Stock	75209.472	⁽²²⁾	75209.472	D
Phantom Stock Units	⁽²²⁾	12/6/2019		D			85557.92	2/14/2020	2/14/2020	Common Stock	85557.92	⁽²³⁾	0	D
Phantom Stock Units	⁽²²⁾	12/6/2019		D			75209.472	2/13/2021	2/13/2021	Common Stock	75209.472	⁽²⁴⁾	0	D

Explanation of Responses:
(1)	Disposed of in connection with the Agreement and Plan of Merger by and between SunTrust Banks, Inc. ("SunTrust") and BB&T Corporation ("BB&T"), dated February 7, 2019 and amended as of June 14, 2019 (the "Merger Agreement"), pursuant to which SunTrust was merged with and into BB&T, effective December 6, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of SunTrust common stock was exchanged for 1.295 shares of BB&T common stock. The closing price of BB&T common stock on the New York Stock Exchange on the effective date of the Merger was $54.24. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of SunTrust common stock.
(2)	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)	Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised option to purchase shares of SunTrust common stock automatically converted into an option to purchase shares of BB&T common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Each option to purchase shares of BB&T common stock is subject to the same terms and conditions (including vesting and exercisability terms) as the corresponding option to purchase shares of SunTrust common stock immediately prior to the effective time of the Merger.
(4)	This option was replaced with an option to purchase 109,348 shares of BB&T common stock at an exercise price of $22.55 per share.
(5)	This option was replaced with an option to purchase 176,379 shares of BB&T common stock at an exercise price of $16.74 per share.
(6)	This option was replaced with an option to purchase 47,536 shares of BB&T common stock at an exercise price of $21.17 per share.
(7)	This option was replaced with an option to purchase 47,535 shares of BB&T common stock at an exercise price of $21.17 per share.
(8)	This option was replaced with an option to purchase 47,534 shares of BB&T common stock at an exercise price of $21.17 per share.
(9)	Represents time-vested restricted stock units, each convertible into one share of SunTrust common stock, under the SunTrust Banks, Inc. 2009 Stock Plan or the SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust time-vested restricted stock unit automatically converted into a BB&T time-vested restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Each BB&T time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding SunTrust time-vested restricted stock unit immediately prior to the effective time of the Merger.
(10)	These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 10,528 shares of BB&T common stock.
(11)	These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 10,526 shares of BB&T common stock.
(12)	These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 44,910 shares of BB&T common stock.
(13)	These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 44,909 shares of BB&T common stock.
(14)	These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 44,907 shares of BB&T common stock.
(15)	These time-vested restricted stock units were replaced with BB&T time-vested restricted stock units convertible into an aggregate of 10,632 shares of BB&T common stock.
(16)	Represents performance-vested restricted stock units, each convertible into one share of SunTrust common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. The performance-vesting conditions applicable to these restricted stock units have been previously satisfied but, in accordance with terms of the award agreement governing these restricted stock units, the amount listed is subject to a one-year deferral beginning on February 9, 2019. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T restricted stock unit convertible into shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement.
(17)	Each BB&T restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust performance-based restricted stock units immediately prior to the effective time of the Merger.
(18)	These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 13,685 shares of BB&T common stock.
(19)	Represents phantom stock units under the SunTrust Banks, Inc. Deferred Compensation Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust phantom stock unit automatically converted into a BB&T phantom stock unit in respect of shares of BB&T common stock, with the number of underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Each BB&T phantom stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust phantom stock unit immediately prior to the effective time of the Merger.
(20)	These phantom stock units were replaced with BB&T phantom stock units in respect of an aggregate 2,549 shares of BB&T common stock.
(21)	Represents performance-vested restricted stock units, each convertible into one share of SunTrust common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. Transaction represents the satisfaction of all performance vesting conditions in connection with the Merger pursuant to the terms of the Merger Agreement. Awards remain subject to service-based vesting requirements, including a one-year deferral for awards as a result of performance-vesting conditions being met in excess of 130% of target.
(22)	Represents performance-vested restricted stock units, each convertible into one share of SunTrust common stock, under the SunTrust Banks, Inc. 2009 Stock Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding SunTrust performance-vested restricted stock unit automatically converted into a BB&T restricted stock unit convertible into shares of BB&T common stock, with the underlying shares of BB&T common stock determined as set forth in the Merger Agreement. Each BB&T restricted stock unit is subject to the same terms and conditions (including service-based vesting terms) as applied to the corresponding SunTrust performance-vested restricted stock unit immediately prior to the effective time of the Merger.
(23)	These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate of 110,798 shares of BB&T common stock.
(24)	These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate of 97,396 shares of BB&T common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROGERS WILLIAM H JR 303 PEACHTREE STREET, N.E. ATLANTA, GA 30308			Chairman and CEO