Edgar Filing: SUNTRUST BANKS INC

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 ^*

WELLS JAMES M III

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)
President & COO

(Last)

(First)

(Middle)

303 PEACHTREE STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2006

(Street)

ATLANTA, GA 30308

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)
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								133,710	D
Common Stock								12,267	I	Spouse
Common Stock								949.49	I	401(k) ⁽¹⁾

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock Units ⁽²⁾

⁽²⁾

Common Stock

1,779.9148

Option

$ 37.28

01/23/1998

01/23/2007

Common Stock

2,682

Option

$ 37.27

01/23/1998

01/23/2007

Common Stock

27,558

Option

$ 38.28

02/24/1998

02/24/2007

Common Stock

10,176

Option

$ 54.39

07/20/1998

01/22/2008

Common Stock

1,838

Option

$ 54.39

07/20/1998

01/22/2008

Common Stock

26,290

Option

$ 76.5

12/31/2001

12/31/2008

Common Stock

90,000

Option ⁽³⁾

$ 73.0625

12/31/2001

11/09/2009

Common Stock

15,000

Option ⁽⁴⁾

$ 50.5

03/06/2003

03/06/2010

Common Stock

24,000

Option ⁽⁴⁾

$ 50.5

03/06/2005

03/06/2010

Common Stock

16,000

Option ⁽⁴⁾

$ 51.125

12/31/2001

11/14/2010

Common Stock

15,000

Option ⁽⁴⁾

$ 51.125

11/14/2003

11/14/2010

Common Stock

35,000

Option ⁽⁴⁾

$ 64.57

12/31/2001

11/13/2011

Common Stock

15,000

Option ⁽⁴⁾

$ 64.57

11/13/2004

11/13/2011

Common Stock

60,000

Option ⁽⁴⁾

$ 54.28

02/11/2006

02/11/2013

Common Stock

100,000

Option ⁽⁴⁾

$ 73.19

02/10/2007

02/10/2014

Common Stock

100,000

Option ⁽⁵⁾

$ 73.14

02/08/2008

02/08/2015

Common Stock

60,000

Option ⁽⁵⁾

$ 71.03

02/14/2006

100,000

02/14/2009

02/14/2016

Common Stock

100,000

$ 0

100,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WELLS JAMES M III 303 PEACHTREE STREET ATLANTA, GA 30308			President & COO

Signatures

Raymond D. Fortin, Attorney-in-Fact for James M. Wells III		02/16/2006
^**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)	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.
(2)	The reported phantom stock units were acquired under SunTrust Banks, Inc.'s 401(k) excess benefit plan. These securities convert to common stock on a one-for-one basis.
(3)	Granted pursuant to the 1995 SunTrust Executive Stock Plan.
(4)	Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.
(5)	Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.

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