SYNOVUS FINANCIAL CORP — Director's Dealing 2019

Feb 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOVUS FINANCIAL CORP (SNV)
CIK: 0000018349
Period of Report: 2019-02-09

Reporting Person: Stelling Kessel D (Director, Chairman, CEO, & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-09	Common Stock	D	2594	$37.33	Disposed	312496	Direct
2019-02-09	Common Stock	F	3511	$37.33	Disposed	308985	Direct
2019-02-11	Common Stock	D	3044	$37.33	Disposed	306556	Direct
2019-02-11	Common Stock	A	2719	$37.33	Acquired	311228	Direct
2019-02-11	Common Stock	F	21808	$37.33	Disposed	289420	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13909	Indirect
Common Stock	70000	Indirect
Common Stock	36271	Indirect

Footnotes

F1: On February 10, 2017, 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 9, 2019, pursuant to the terms of the service-based vesting component of the MRSUs, the second tranche of such award vested. Based upon the Total Shareholder Return Multiplier, the "target" amount of MRSUs which vested was adjusted downward based upon Synovus' total shareholder return during the year. As such, the reporting person received 2,594 less shares of the Company's restricted stock than the target amount of MRSUs initially reported on Form 4 in February 2017.

F2: Includes 273 shares acquired through the accrual of dividend equivalents on the MRSUs vested as of February 9, 2019.

F3: These shares were withheld upon the vesting of MRSUs to pay tax witholding obligations.

F4: 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, 2019, 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 "target" amount of MRSUs which vested was adjusted downward based upon Synovus' total shareholder return during the year. As such, the reporting person received 3,044 less shares of the Company's restricted stock than the target amount of MRSUs initially reported on Form 4 in February 2016.

F5: Includes 461 shares acquired through the accrual of dividend equivalents on the MRSUs vested as of February 11, 2019.

F6: On February 16, 2016, 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 Total Shareholder Return Multiplier. On February 11, 2019, pursuant to the terms of the service-based vesting component of the PSUs, the third tranche of such award vested. Based upon the Total Shareholder Return Multiplier, the reporting person received 2,719 additional shares of the Company's restricted stock, such shares representing the amount vested in excess of the target amount of PSUs initially reported on Form 4 in February 2016.

F7: Includes 1,953 shares acquired through accrual of dividend equivalents on the PSUs vested as of February 11, 2019.

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