SYNOVUS FINANCIAL CORP — Director's Dealing 2017

Feb 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOVUS FINANCIAL CORP (SNV)
CIK: 0000018349
Period of Report: 2017-01-31

Reporting Person: Gula Allen J (EVP & Chief Operations Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-31	Common Stock	A	597	$41.98	Acquired	70673	Direct
2017-01-31	Common Stock	D	39	$41.98	Disposed	70827	Direct
2017-01-31	Common Stock	F	2785	$41.98	Disposed	68042	Direct

Footnotes

F1: On February 4, 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 January 31, 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 597 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 the accrual of dividend equivalents on the MRSUs vested as of January 31, 2017.

F3: On February 4, 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 193 shares acquired through accrual of dividend equivalents on the PSUs vested as of January 31, 2017.

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