SEC FORM 3

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^*

Wenzel Brian J. Sr.

(Last)

(First)

(Middle)

777 LONG RIDGE ROAD

C/O CORPORATE SECRETARY

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2019

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	17,734⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽²⁾	07/31/2024	Common Stock	40,864	23	D
Employee Stock Option (right to buy)	⁽³⁾	09/17/2024	Common Stock	4,935	24.55	D
Employee Stock Option (right to buy)	⁽⁴⁾	04/01/2025	Common Stock	6,281	30.41	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/01/2026	Common Stock	8,490	29.33	D
Employee Stock Option (right to buy)	⁽⁶⁾	04/01/2027	Common Stock	8,514	34.3	D
Employee Stock Option (right to buy)	⁽⁷⁾	04/01/2028	Common Stock	8,799	33.53	D

Explanation of Responses:

1. Represents 425 shares of Synchrony Financial ("Company") common stock and 17,309 restricted stock units that will vest in equal annual installments, beginning on the first anniversary of the applicable grant date. Each restricted stock unit represents a contingent right to receive one share of Company common stock.

2. The reporting person was awarded 40,864 employee stock options on July 31,2014, which vested on the fourth anniversary of the grant date.

3. The reporting person was awarded 4,935 employee stock options on September 17, 2014, 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 6,281 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.

5. The reporting person was awarded 8,490 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.

6. The reporting person was awarded 8,514 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.

7. The reporting person was awarded 8,799 employee stock options on April 1, 2018, 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 Financial Officer Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Danielle Do as attorney in fact	05/06/2019
	** 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).
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.