SEC Form 4 · accession 0001209191-19-008997
SYNOVUS FINANCIAL CORP · SNV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kessel D Stelling
Officer — Chairman, CEO, & President · Director
Period of report
Feb 7, 2019
Accepted (ET)
Feb 11, 2019 · 4:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000018349
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 7, 2019 | A | 40,172 | $37.34 | A | 292,150 | D | |
| Common StockF2 | Feb 7, 2019 | A | 26,781 | $37.34 | A | 318,931 | D | |
| Common Stock | holding | — | — | — | 36,271 | I | By 2017 GRAT | |
| Common Stock | holding | — | — | — | 13,909 | I | By 2015 Irrevocable Trust | |
| Common Stock | holding | — | — | — | 70,000 | I | By 2018 GRAT |
Table II — derivative securities
No Table II lines on this filing.
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.