SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Derrick Robert Warren

(Last)

(First)

(Middle)

1111 BAY AVENUE, SUITE 500

(Street)

COLUMBUS

31901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYNOVUS FINANCIAL CORP [ SNV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/07/2022		A		419⁽¹⁾	A	$51.07	19,118	D
Common Stock	02/07/2022		D		4,500⁽²⁾	D	$0	14,618	D
Common Stock	02/07/2022		F		521⁽³⁾	D	$51.07	14,097	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On February 11, 2019, the reporting person reported the grant of certain restricted stock units (the "2019 MRSUs"). The 2019 MRSUs have a service-based vesting component as well as a Total Shareholder Return Multiplier. On February 7, 2022, pursuant to the terms of the service-based vesting component of the 2019 MRSUs, the third tranche of such award vested. Based upon the Total Shareholder Return Multiplier, the reporting person received 250 additional shares of the Company's restricted stock, such shares representing the amount vested in excess of the target amount of the 2019 MRSUs initially reported on Form 4 in February 2019. In addition, the reporting person received 169 shares of the Company's restricted stock through the accrual of dividend equivalents.

2. On February 11, 2019, the reported person reported the grant of certain performance stock units (the "PSUs"). The PSUs had a service based vesting component as well as performance vesting requirement. While the reporting person has satisfied the service-based vesting requirement, the actual amount of PSUs which vested on February 7, 2022 was 0% of the target amount based upon the results of two performance measures during the performance period compared to the performance's formula approved by the Compensation and Human Capital Committee of Synovus' Board of Directors. As such, the reporting person received 4,500 less shares than initially reported on Form 4 in February 2019.

3. These shares were withheld upon the vesting of 2019 MRSUs to pay tax withholding obligations.

Remarks:

	/s/ Mary Maurice Young	02/09/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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