SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Mehta Neeraj (Last) (First) (Middle) 777 LONG RIDGE ROAD C/O CORPORATE SECRETARY (Street) STAMFORD CT 06902 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2018	3. Issuer Name and Ticker or Trading Symbol Synchrony Financial [ SYF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See remarks	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	52,109(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	04/01/2025	Common Stock	31,091	30.41	D
Employee Stock Option (right to buy)	(3)	04/01/2026	Common Stock	42,031	29.33	D
Employee Stock Option (right to buy)	(4)	04/01/2027	Common Stock	40,651	34.3	D

Explanation of Responses:

1. Represents restricted stock units that will vest in five equal annual installments of 20% each, beginning on the first anniversary of the applicable grant date. Each restricted stock unit represents a contingent right to receive one share of Synchrony Financial (the "Company") common stock.

2. The reporting person was awarded 31,091 employee stock options on April 1, 2015, which vest in five equal annual installments of 20% each, beginning on the first anniversary of the grant date.

3. The reporting person was awarded 42,031 employee stock options on April 1, 2016, which vest in five equal annual installments of 20% each, beginning on the first anniversary of the grant date.

4. The reporting person was awarded 40,651 employee stock options on April 1, 2017, which vest in five equal annual installments of 20% each, beginning on the first anniversary of the grant date.

Remarks:

Executive Vice President and Chief Executive Officer-Payment Solutions Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Danielle Do as attorney in fact	01/10/2018
	** 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 5 (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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