SEC Form 4 · accession 0001209191-18-009058

SYNOVUS FINANCIAL CORP · SNV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1These 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.
• F2These 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.