SYNOVUS FINANCIAL CORP — Director's Dealing 2017

Feb 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOVUS FINANCIAL CORP (SNV)
CIK: 0000018349
Period of Report: 2017-02-10

Reporting Person: KAMENSKY ALLAN E (EVP and Corporate Secretary, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-10	Common Stock	A	595	$41.61	Acquired	66261	Direct
2017-02-10	Common Stock	D	39	$41.61	Disposed	66416	Direct
2017-02-10	Common Stock	F	4203	$41.61	Disposed	62213	Direct
2017-02-11	Common Stock	A	450	$41.77	Acquired	62693	Direct
2017-02-11	Common Stock	F	988	$41.77	Disposed	61705	Direct
2017-02-13	Common Stock	P	1110	$42.20	Acquired	62815	Direct
2017-02-13	Common Stock	S	555	$42.19	Disposed	555	Indirect
2017-02-13	Common Stock	S	555	$42.23	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5735	Indirect

Footnotes

F1: On February 11, 2014, the reporting person reported the grant of certain market restricted stock units (the "MRSUs"). The MRSUs have a service-based vesting component as well as a Total Shareholder Return Multiplier. On February 10, 2017, pursuant to the terms of the service-based vesting component of the MRSUs, the third tranche of such award vested. Based upon the Total Shareholder Return Multiplier, the reporting person received 595 additional shares of the Company's restricted stock, such shares representing the amount vested in excess of the target amount of MRSUs initially reported on Form 4 in February 2014.

F2: Includes 133 shares acquired through dividend reinvestment.

F3: On February 11, 2014, the reporting person reported the grant of certain performance stock units (the "PSUs"). The PSUs have a service-based vesting component as well as a performance vesting requirement. Under the service-based vesting component, the PSUs vest 100% after three years subject to the reporting person's continued employment with Synovus. Under the performance vesting component, Synovus' weighted average return on average assets is measured over a three-year performance period. Based upon the weighted average return on average assets, the "target" amount of PSUs which vested was adjusted downward. As such, the reporting person received 39 less shares of the Company's restricted stock than the target amount of PSUs initially reported on Form 4 in February 2014.

F4: Includes 194 shares acquired through dividend reinvestment.

F5: These shares were withheld upon the vesting of restricted stock units, MRSUs and PSUs to pay tax witholding obligations.

F6: On February 16, 2016, the reporting person reported the grant of certain market restricted stock units (the "MRSUs"). The MRSUs have a service-based vesting component as well as a Total Shareholder Return Multiplier. On February 11, 2017, pursuant to the terms of the service-based vesting component of the MRSUs, the first tranche of such award vested. Based upon the Total Shareholder Return Multiplier, the reporting person received 450 additional shares of the Company's restricted stock, such shares representing the amount vested in excess of the target amount of MRSUs initially reported on Form 4 in February 2016.

F7: Includes 30 shares acquired through dividend reinvestment.

F8: These shares were withheld upon the vesting of the MRSUs to pay tax witholding obligations.