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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman
(Last)
(First)
(Middle)
303 PEACHTREE STREET, N.E.		 3. Date of Earliest Transaction (Month/Day/Year)
12/16/2011
(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)
Code V Amount (A) or (D) Price
Common Stock 12/16/2011   J V 25,180.746 A (1) 289,399.39 D (2)  
Common Stock 12/16/2011   J V 20,432.2 A (1) 309,831.596 D  
Common Stock               12,267 I Spouse
Common Stock               1,708.0485 I (3) 401(k)
Common Stock 12/16/2011   J V 25,180.746 D (1) 0 I GRAT no. 2
Common Stock 12/16/2011   J V 20,432.2 D (1) 8,001.355 I (4) GRAT no. 3

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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 (5) (5)               (5)   (5) Common Stock 7,925.674   7,925.674 D  
Phantom Stock (6) (6)               (6)   (6) Common Stock 57,560.844   57,560.844 D  
Option (7) $ 54.28             02/11/2006 02/11/2013 Common Stock 100,000   100,000 D  
Option (7) $ 73.19             02/10/2007 02/10/2014 Common Stock 100,000   100,000 D  
Option (8) $ 73.14             02/08/2008 02/08/2015 Common Stock 60,000   60,000 D  
Option (8) $ 71.03             02/14/2009 02/14/2016 Common Stock 100,000   100,000 D  
Option (8) $ 85.06             02/13/2010 02/13/2017 Common Stock 163,000   163,000 D  
Option (8) $ 64.58             02/12/2011 02/12/2018 Common Stock 250,000   250,000 D  
Option (8) $ 9.06             02/10/2012 02/10/2019 Common Stock 250,000   250,000 D  
Option (9) $ 29.2             04/01/2012 04/01/2021 Common Stock 84,439   84,439 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WELLS JAMES M III
303 PEACHTREE STREET, N.E.
ATLANTA, GA 30308		   X     Chairman  

Signatures

 David A. Wisniewski, Attorney-in-Fact for James M. Wells III   12/22/2011
**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) Transaction was a mere change in form of reporting person's beneficial ownership.
(2) Includes 112,913 shares of restricted stock granted under SunTrust Banks, Inc. 2004 Stock Plan and the 2009 Stock Plan. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. This plan is exempt under rule 16(b)-3. Includes 50,000 shares which vest on 2/10/2012 and 62,913 shares which vest on 12/16/2012.
(3) Because the stock fund components of the 401(k) Plan is accounted for in unit accounting, the number of shares equivalents varies based on the closing price of SunTrust stock on the applicable measurement date.
(4) Includes shares acquired upon dividend reinvestment since reporting person's last report.
(5) The reported phantom stock units were acquired under SunTrust Banks, Inc's Deferred Compensation Plan. These phantom stock units convert to common stock on a one-for-one basis.
(6) Represents stock units granted under the SunTrust Banks, Inc. 2009 Stock Plan paid as salary. Remainder will be settled on March 31, 2012, unless settled earlier due to the executive's death.
(7) Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.
(8) Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
(9) Granted pursuant to the SunTrust Banks, Inc. 2009 Stock Plan. Award vests annually over three years.

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