SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G/A

(RULE 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),

(c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

(Amendment No. 3)1

 

 

Synchrony Financial

(Name of Issuer)

Common Stock

(Title of Class of Securities)

87165B103

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1 (b)

☒ Rule 13d-1 (c)

☐ Rule 13d-1 (d)

 

1 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


Schedule 13G Forms

 

CUSIP No. 87165B103   13G    Page  2  of 6 Pages

 

 

  1.   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

GIC Private Limited

 

(None)

 

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.    

SOLE VOTING POWER

 

35,986,950

   6.   

SHARED VOTING POWER

 

19,481,313

   7.   

SOLE DISPOSITIVE POWER

 

35,986,950

   8.   

SHARED DISPOSITIVE POWER

 

19,481,313

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

55,468,263

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.72%**

12.  

TYPE OF REPORTING PERSON*

 

CO

 

** Percentage is based on 718,731,714 Common Stock outstanding as of October 22, 2018 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 25, 2018.


Page  3  of 6

 

Item 1(a).   Name of Issuer
 
  Synchrony Financial
 
Item 1(b).   Address of Issuers’ Principal Executive Offices
 
  777 Long Ridge Road
  Stamford, Connecticut 06902
 
Item 2(a).   Name of Person Filing
 
  GIC Private Limited
 
Item 2(b).   Address of Principal Business Office
 
  168, Robinson Road
  #37-01, Capital Tower
  Singapore 068912
 
Item 2(c).   Citizenship
 
  Singapore
 
Item 2(d).   Title of Class of Securities
 
  Common Stock
 
Item 2(e).   CUSIP Number
 
  87165B103
 
Item 3.   If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2(b) or (c), check whether the person filing is a:
 
  N.A.


Page  4  of 6

 

Item 4.   Ownership
 
 

The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:

 

                             

        Power to Vote                 

                        

        Power to Dispose                 

       

No. of Securities

             

Person

    

Beneficially Owned

      

Sole1

  

Shared1

      

Sole1

  

Shared1

GIC Private Limited2

     55,468,263     35,986,950    19,481,313     35,986,950    19,481,313

 

1

GIC Private Limited (“GIC”) is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 35,986,950 securities beneficially owned by it.    GIC shares power to vote and dispose of 19,481,313 securities beneficially owned by it with MAS.

 

2

GIC disclaims membership in a group.

 

 
Item 5.   Ownership of Five Percent or Less of a Class
 
  N.A.
 
Item 6.   Ownership of More than Five Percent on Behalf of Another Person
 
  N.A.
 
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
  N.A.
 
Item 8.   Identification and Classification of Members of the Group
 
  N.A.
 


Page  5  of 6

 

Item 9.   Notice of Dissolution of Group
 
  N.A.
 
Item 10.   Certification
 
 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


Page  6  of 6

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

January 28, 2019

    GIC Private Limited

Date

   
    by   /s/ Celine Loh Sze Ling /s/ Toh Tze Meng
      Celine Loh Sze Ling / Toh Tze Meng
      Senior Vice President    Senior Vice President