As filed with the U.S. Securities and Exchange Commission on September 18, 2018
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SunTrust Banks, Inc.
(Exact name of Registrant as specified in its charter)
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Georgia
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58-1575035
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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303 Peachtree Street, NE
Atlanta, Georgia 30308
(800)
786-8787
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Ellen M. Fitzsimmons
Corporate Executive Vice President, General Counsel and Corporate Secretary
SunTrust Banks, Inc.
303
Peachtree Street, NE
Atlanta, Georgia 30308
(800)
786-8787
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
Keith M. Townsend
Zachary L. Cochran
King & Spalding LLP
1180 Peachtree Street, NE
Atlanta, Georgia 30309
(404)
572-4600
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities
being registered on this Form are being offered pursuant to dividend or reinvestment plans, please check the following box: ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of Securities Act: ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered(1)
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Amount to be
Registered
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Proposed
Maximum Offering
Price Per Unit
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Proposed
Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Senior debt securities
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(2)
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(2)
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(2)
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(2)
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Subordinated debt securities
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Preferred stock
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Depositary shares(3)
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Common stock
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Warrants
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Purchase contracts
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Units(4)
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(1)
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The securities of each class may be offered and sold by the Registrant or may be offered and sold, from time to
time, by one or more selling securityholders to be identified in the future. The selling securityholders may purchase the securities directly from the Registrant, or from one or more underwriters, dealers or agents.
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(2)
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An indeterminate aggregate initial offering price or number of the securities of each identified class is being
registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in warrants,
purchase contracts, units or represented by depositary shares. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee and will pay the registration fee subsequently in advance or on a
pay-as-you-go
basis.
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(3)
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Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional
share or multiple shares of preferred stock and will be evidenced by a depositary receipt.
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(4)
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Any securities registered hereunder may be sold as units with other securities registered hereunder. Each unit
will represent an interest in two or more securities, which may or may not be separable from one another. Because units will consist of a combination of other securities registered hereunder, no additional registration fee is required for the units.
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