Synchrony Financial — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Synchrony Financial (SYF)
CIK: 0001601712
Period of Report: 2021-03-01

Reporting Person: Wenzel Brian J. Sr. (See remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Common Stock	A	29250	$40	Acquired	91364	Direct
2021-03-01	Common Stock	F	7597	$40	Disposed	83767	Direct
2021-03-01	Common Stock	M	4935	$24.55	Acquired	88702	Direct
2021-03-01	Common Stock	S	4935	$39.46	Disposed	83767	Direct
2021-03-01	Common Stock	M	40864	$23	Acquired	124631	Direct
2021-03-01	Common Stock	S	40864	$39.80	Disposed	83767	Direct
2021-03-01	Common Stock	S	13734	$39.46	Disposed	70033	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-01	Employee Stock Option (right to buy)	$24.55	M	4935	Disposed	2024-09-17	Common Stock (4935.0)	Direct
2021-03-01	Employee Stock Option (right to buy)	$23.0	M	40864	Disposed	2024-07-31	Common Stock (40864.0)	Direct
2021-03-01	Phantom Stock Units	$	A	13700	Acquired		Common Stock (13700.0)	Direct

Footnotes

F1: Represents restricted stock units that will vest in three equal annual installments of 33.33% each, beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Synchrony Financial (the "Company") common stock.

F2: Reflects the number of shares of Company common stock automatically withheld by the Company to pay the tax liability of the Reporting Person in connection with the vesting of restricted stock units. No investment decision was made by the Reporting Person in connection with the withholding.

F3: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 29, 2021.

F4: This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.47 to $40.12. Information regarding the number of shares sold at each price will be provided upon request.

F5: The reporting person was awarded employee stock options on September 17, 2014, which vested in five equal annual installments of 20% each, beginning on the first anniversary of the grant date.

F6: The reported phantom stock units were acquired under the Synchrony Financial Restoration Plan and are to be settled upon the reporting person's separation from service to the Company, subject to the requirements set forth in the Restoration Plan. Each phantom stock unit is the economic equivalent of one share of Synchrony Financial common stock.