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 * ARRIETA JORGE	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) CEVP & General Auditor
(Last)          (First)          (Middle) 303 PEACHTREE STREET	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/6/2019		D		2055.607	D	(1)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(2)	12/6/2019		D			946.4307	(2)	(2)	Common Stock	946.4307	(3)	0	D
Phantom Stock Units	(4)	12/6/2019		D			466.992	2/14/2020	2/14/2020	Common Stock	466.992	(5)	0	D
Phantom Stock Units	(4)	12/6/2019		D			5981.364	12/31/2019	12/31/2019	Common Stock	5981.364	(6)	0	D
Phantom Stock Units	(4)	12/6/2019		D			437.485	2/13/2020	2/13/2020	Common Stock	437.485	(7)	0	D
Phantom Stock Units	(4)	12/6/2019		D			437.482	2/13/2021	2/13/2021	Common Stock	437.482	(7)	0	D
Phantom Stock Units	(4)	12/6/2019		D			2207.919	2/8/2020	2/8/2020	Common Stock	2207.919	(8)	0	D
Phantom Stock Units	(4)	12/6/2019		D			2206.887	2/8/2021	2/8/2021	Common Stock	2206.887	(9)	0	D
Phantom Stock Units	(4)	12/6/2019		D			2205.854	2/8/2022	2/8/2022	Common Stock	2205.854	(10)	0	D
Phantom Stock Units	(11)(12)	12/6/2019		D			601.687	2/9/2019	2/9/2019	Common Stock	601.687	(13)	0	D
Phantom Stock Units	(14)	12/6/2019		A		4870.964		2/14/2020	2/14/2020	Common Stock	4870.964	(14)	4870.964	D
Phantom Stock Units	(14)	12/6/2019		A		4050.128		2/13/2021	2/13/2021	Common Stock	4050.128	(14)	4050.128	D
Phantom Stock Units	(15)	12/6/2019		D			4870.964	2/14/2020	2/14/2020	Common Stock	4870.964	(16)	0	D
Phantom Stock Units	(15)	12/6/2019		D			4050.128	2/13/2021	2/13/2021	Common Stock	4050.128	(17)	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, dated February 7, 2019 and amended as of June 14, 2019 (the "Merger Agreement"), pursuant to which SunTrust 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)	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 underlying number of 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.
(3)	These phantom stock units were replaced with BB&T phantom stock units in respect of an aggregate 1,226 shares of BB&T common stock.
(4)	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.
(5)	These time-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 605 shares of BB&T common stock.
(6)	These time-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 7,746 shares of BB&T common stock.
(7)	These time-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 567 shares of BB&T common stock.
(8)	These time-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 2,859 shares of BB&T common stock.
(9)	These time-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 2,858 shares of BB&T common stock.
(10)	These time-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 2,857 shares of BB&T common stock.
(11)	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.
(12)	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.
(13)	These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate 779 shares of BB&T common stock.
(14)	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.
(15)	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 number of 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.
(16)	These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate of 6,308 shares of BB&T common stock.
(17)	These performance-vested restricted stock units were replaced with BB&T restricted stock units convertible into an aggregate of 5,245 shares of BB&T common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ARRIETA JORGE 303 PEACHTREE STREET ATLANTA, GA 30308			CEVP & General Auditor

Signatures
Curt Phillips, Attorney-in-Fact for Jorge Arrieta		12/9/2019
**Signature of Reporting Person		Date