SYNOVUS FINANCIAL CORP — Director's Dealing 2018

Feb 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOVUS FINANCIAL CORP (SNV)
CIK: 0000018349
Period of Report: 2018-02-08

Reporting Person: HOLLADAY MARK G (Exec.VP,Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-08	Common Stock	A	5717	$47.23	Acquired	57780	Direct
2018-02-08	Common Stock	A	3812	$47.23	Acquired	61592	Direct

Footnotes

F1: These shares are subject to performance stock units (the "PSUs"). The PSUs have a service-based vesting component as well as 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, two performance measures (weighted average return on average assets and weighted average return on tangible common equity) are measured over a three-year performance period, with each measure applying to one-half of the PSUs awarded to the reporting person. The actual payout of the PSUs may range from 0% to 150% of the target amount based upon the results of the two performance measures during the performance period compared to the performance formula approved by the Compensation Committee of Synovus' Board of Directors.

F2: These shares are subject to market restricted stock units (the "MRSUs"). The MRSUs have a service-based vesting component as well as a Total Shareholder Return Multiplier vesting component. Under the service-based vesting component, the MRSUs vest 1/3 each year over a three-year period subject to the reporting person's continued employment with Synovus. Under the Total Shareholder Return multiplier based component, the target amount of MRSUs which vest each year may be adjusted upward or downward 25% based upon Synovus' total shareholder return during each year.