Sec Form 4 Filing - Osborn Cathleen M @ SYNERGY RESOURCES Corp - 2017-02-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Osborn Cathleen M 2. Issuer Name and Ticker or Trading Symbol SYNERGY RESOURCES Corp [ SYRG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President/General Counsel (Last) (First) (Middle) 1675 BROADWAY, SUITE 2600 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2017 (Street) DENVER, CO80202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/24/2017 A 17,459 ( 1 ) ( 2 ) A $ 0 94,272 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Share Units $ 0 02/24/2017 A 40,729 ( 3 ) ( 4 ) 02/21/2019 Common Stock 40,729 $ 0 40,729 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Osborn Cathleen M 1675 BROADWAY SUITE 2600 DENVER, CO80202 Vice President/General Counsel Signatures Cathleen M. Osborn 02/28/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a grant of restricted stock units ("RSUs"). The RSUs vest 33% on February 24, 2018; 33% on February 24, 2019; and 34% on February 24, 2020, provided that the recipient continues to provide substantial services to the Company or an affiliate continuously through the applicable vesting dates. ( 2 )The number of RSUs granted is based on the ten-day average closing price of the Company's common stock, as reported by the NYSE MKT, for the period ending February 21, 2017 (being $8.66 per share). ( 3 )The number of Performance Share Units granted is based on the ten-day average closing price of the Company's common stock, as reported by the NYSE MKT, for the period ending February 17, 2017 (being $8.66 per share). ( 4 )The reporting person will vest in 0% - 200% of the Performance Share Units based on the relative Total Shareholder Return (TSR) of the Company between January 1, 2017 and December 31, 2019, as measured against the TSR of certain peer companies over that period, provided that the recipient continues to provide substantial services to the Company or an affiliate continuously from the grant date through December 31, 2019.

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 4(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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