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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SYNOVUS FINANCIAL CORP [ SNV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/07/2022 | A | 448(1) | A | $51.07 | 92,849 | D | |||
| Common Stock | 02/07/2022 | D | 5,416(2) | D | $0 | 87,433 | D | |||
| Common Stock | 02/07/2022 | F | 767(3) | D | $51.07 | 86,666 | D | |||
| Common Stock | 5,753 | I | By Wife | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On February 7, 2019, the reporting person received a grant of market restricted with a service-based component as well as a Total Shareholder Return Multiplier (the "2019 MRSUs"). These 2019 MRSUs were included on the Form 3 filed on February 1, 2022 by the reporting person (the "Form 3"). 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 268 additional shares of the Company's restricted stock, such shares representing the amount vested in excess of the target amount of 2019 MRSUs initially included on the Form 3. In addition, the reporting person received 180 shares of the Company's restricted stock through the accrual of dividend equivalents. |
| 2. On February 7, 2019, the reporting person received a grant of performance stock units (the "PSUs") with a service-based vesting component as well as a performance vesting requirement. These PSUs were included on the Form 3. 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 formula approved by the Compensation and Human Capital Committee of Synovus' Board of Directors. As such, the reporting person received 5,416 less shares (which includes the award plus dividend equivalent rights on those underlying shares) than initially included on the Form 3. |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||