Sec Form 4 Filing - Casellas Alberto @ Synchrony Financial - 2021-03-01

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 Casellas Alberto 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) 03/01/2021 (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 03/01/2021 A 23,625 ( 1 ) A $ 40 96,364 D Common Stock 03/01/2021 F 7,273 ( 2 ) D $ 40 89,091 D Common Stock 03/01/2021 M 20,292 ( 3 ) A $ 23 109,383 D Common Stock 03/01/2021 S 20,292 ( 3 ) D $ 39.46 89,091 D Common Stock 03/01/2021 S 21,521 ( 3 ) D $ 39.46 67,570 D Common Stock 03/02/2021 S 9,882 ( 3 ) D $ 39.83 57,688 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 03/01/2021 M 20,292 ( 3 ) 07/31/2018 07/31/2024 Common Stock 20,292 $ 0 40,000 D Phantom Stock Units ( 4 ) 03/01/2021 A 1,459 ( 4 ) ( 4 ) Phantom Stock Units 1,459 $ 0 17,869 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Casellas Alberto 777 LONG RIDGE ROAD C/O CORPORATE SECRETARY STAMFORD, CT06902 See remarks Signatures /s/ Danielle Do as attorney in fact 03/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units that will vest in three equal annual installments of 33.33% each, beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Synchrony Financial (the "Company") common stock. ( 2 )Reflects the number of shares of Company common stock automatically withheld by the Company to pay the tax liability of the Reporting Person in connection with the vesting of restricted stock units. No investment decision was made by the Reporting Person in connection with the withholding. ( 3 )This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 29, 2021. ( 4 )The reported phantom stock units were acquired under the Synchrony Financial Restoration Plan and are to be settled upon the reporting person's separation from service to the Company, subject to the requirements set forth in the Restoration Plan. Each phantom stock unit is the economic equivalent of one share of Synchrony Financial common stock.

Remarks: EVP, CEO--CareCredit

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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