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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-09	Common Stock	D	289	$37.33	Disposed	68807	Direct
2019-02-09	Common Stock	F	384	$37.33	Disposed	68423	Direct
2019-02-11	Common Stock	D	474	$37.33	Disposed	68023	Direct
2019-02-11	Common Stock	A	423	$37.33	Acquired	68745	Direct
2019-02-11	Common Stock	F	3456	$37.33	Disposed	65289	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Fixed/Floating Rate Non-Cum Perpetual Preferred Stock Ser D	4000	Direct

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 289 less shares of the Company's restricted stock than the target amount of MRSUs initially reported on Form 4 in February 2017.

F2: Includes 26 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 474 less shares of the Company's restricted stock than the target amount of MRSUs initially reported on Form 4 in February 2016.

F5: Includes 74 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 423 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 299 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.