Sec Form 3 Filing - Howse Curtis @ Synchrony Financial - 2021-01-01

FORM 3 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 Howse Curtis 2. Issuer Name and Ticker or Trading Symbol Synchrony Financial [ SYF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See remarks (Last) (First) (Middle) 777 LONG RIDGE ROAD, C/O CORPORATE SECRETARY 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2021 (Street) STAMFORD, CT06902 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 49,386 ( 1 ) 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 Employee Stock Option (right to buy) $ 23 ( 2 ) 07/31/2024 Common Stock 73,879 D Employee Stock Option (right to buy) $ 24.55 ( 3 ) 09/17/2024 Common Stock 11,610 D Employee Stock Option (right to buy) $ 30.41 ( 4 ) 04/01/2025 Common Stock 8,577 D Employee Stock Option (right to buy) $ 29.33 ( 5 ) 04/01/2026 Common Stock 11,852 D Employee Stock Option (right to buy) $ 34.3 ( 6 ) 04/01/2027 Common Stock 12,086 D Employee Stock Option (right to buy) $ 33.53 ( 7 ) 04/01/2028 Common Stock 11,380 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Howse Curtis 777 LONG RIDGE ROAD C/O CORPORATE SECRETARY STAMFORD, CT06902 See remarks Signatures /s/ Curtis Howse 01/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 15,444 shares of Synchrony Financial ("Company") common stock, 9,136 restricted stock units that will vest on March 1, 2021, 4,100 restricted stock units that will vest on April 1, 2021, 1,786 restricted stock units that will vest on October 16, 2021, 9,136 restricted stock units that will vest on March 1, 2022, 2,627 restricted stock units that will vest on April 1, 2022, 5,839 restricted stock units that will vest on March 1, 2023, and 1,317 restricted stock units that will vest on April 1, 2023. Each restricted stock unit represents a contingent right to receive one share of Company common stock. ( 2 )The reporting person was awarded 73,879 employee stock options on July 31, 2014, which vested in full on the fourth anniversary of the grant date. ( 3 )The reporting person was awarded 11,610 employee stock options on September 17, 2014, which vested in five equal annual installments of 20% each, beginning on the first anniversary of the grant date. ( 4 )The reporting person was awarded 8,577 employee stock options on April 1, 2015, which vested in five equal annual installments of 20% each, beginning on the first anniversary of the grant date. ( 5 )The reporting person was awarded 11,852 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 12,086 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 11,380 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 Executive Officer-Payment Solutions and Chief Commercial OfficerExhibit List: Exhibit 24 - Power of Attorney

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