UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 917, 2019

SunTrust Banks, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Georgia			001-08918	58-1575035
(State or other jurisdiction of incorporation)			(Commission File Number)	(I.R.S. Employer Identification No.)
303 Peachtree Street, N.E.,	Atlanta,	GAGeorgia		30308
(Address of principal executive offices)				(Zip Code)



Registrant's telephone number, including area code:	(800)	786-8787



		Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:



Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Common Stock	STI	New York Stock Exchange
Perpetual Preferred Stock, Series A⁽¹⁾	STI PRA	New York Stock Exchange
Perpetual Preferred Stock, Series B⁽²⁾	STI/PRI	New York Stock Exchange

⁽¹⁾ Depositary Shares, Each Representing a 1/4000^thInterest in a Share of Perpetual Preferred Stock, Series A.

⁽²⁾ 5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities of SunTrust Preferred Capital I (representing interests in shares of Perpetual Preferred Stock, Series B).

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02 Results of Operations and Financial Condition.

~~Departure~~Item of7.01 ~~Directors~~Regulation ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~FD.

On October 9 17, 2019, ~~the Board of Directors of~~ SunTrust Banks, Inc. (the “~~Company~~Registrant”) ~~appointed~~announced ~~Linnie~~financial M.results ~~Haynesworth~~for asthe aperiod ~~director~~ended ~~of the Company~~September 30, ~~effective immediately~~2019. ~~The~~ ~~Company~~A ~~issued~~copy aof the news release ~~on the same day~~ announcing ~~the~~such ~~appointment,~~results ~~which~~is ~~the~~attached ~~Company~~hereto ~~files~~ as Exhibit 99.1 ~~to this Current Report on Form 8-K~~ and ~~which~~ is incorporated herein by reference. The ~~Board~~Registrant ~~has~~intends ~~assigned Ms. Haynesworth~~ to ~~serve~~hold on its Governance and Nominating Committee and its Risk Committee. Ms. Haynesworth will receive compensation in accordance with the Company's standard compensation arrangements for non-employee directors, which consist of an ~~annual~~investor ~~cash~~call ~~retainer of $90,000 paid in four installments~~ and, ~~following~~webcast ~~the~~to ~~Company's~~discuss ~~annual~~these ~~meeting~~results ofon ~~shareholders~~October 17, ~~a grant of restricted stock or restricted stock units~~2019, at ~~the~~10:00 ~~director's election, having~~ a.m. ~~value~~Eastern oftime. ~~$140,000~~Additional onpresentation ~~the~~materials ~~date~~relating ofto ~~grant,~~such ~~which~~call ~~vests~~are ~~upon~~furnished ~~the~~hereto ~~earlier~~as ofExhibit ~~one~~99.2 ~~year~~and ~~from~~are ~~the~~incorporated ~~date~~herein ofby ~~grant or the next annual meeting of shareholders~~reference.

The foregoing information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and Item 7.01, “Regulation FD.” Consequently, it is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K. All information in the news release and presentation materials speak as of the date thereof and the Registrant does not assume any obligation to update said information in the future. In addition, the Registrant disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 2.02 or Item 7.01 of this report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		~~Press~~News ~~Release~~release dated October 917, 2019 (furnished with the Commission as a part of this Form 8-K).
99.2		Presentation slides dated October 17, 2019 (furnished with the Commission as a part of this Form 8-K).
101		Interactive Data File in Inline XBRL format (embedded within the Inline XBRL document of this Form 8-K).
104		Cover Page Interactive Data File in Inline XBRL format (included in Exhibit 101 to this Form 8-K).

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of BB&T and SunTrust. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BB&T’s and SunTrust’s current expectations and assumptions regarding BB&T’s and SunTrust’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect BB&T’s or SunTrust’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between BB&T and SunTrust, the outcome of any legal proceedings that may be instituted against BB&T or SunTrust, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where BB&T and SunTrust do business, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, the ability to complete the transaction and integration of BB&T and SunTrust successfully, and the dilution caused by BB&T’s issuance of additional shares of its capital stock in connection with the transaction. Except to the extent required by applicable law or regulation, each of BB&T and SunTrust disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding BB&T, SunTrust and factors which could affect the forward-looking statements contained herein can be found under the captions “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in BB&T’s and SunTrust’s joint proxy statement/prospectus that forms part of the registration statement on Form S-4 filed by BB&T, in BB&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its other filings with the Securities and Exchange Commission (“SEC”), and in SunTrust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its other filings with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SUNTRUST BANKS, INC.
		(Registrant)
Date:	October 917, 2019	By: /s/ ~~Curt~~R. ~~Phillips~~Ryan Richards
		Curt Phillips,Senior Vice President, Assistant General Counsel and Assistant Corporate Secretary
		R. Ryan Richards,Senior Vice President and Controller

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