SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Olefson Jonathan (Last) (First) (Middle) C/O SYNEOS HEALTH, INC. 1030 SYNC STREET (Street) MORRISVILLE NC 27560 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Syneos Health, Inc. [ SYNH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) General Counsel & Corp Secty
	3. Date of Earliest Transaction (Month/Day/Year) 09/28/2023
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Class A Common Stock	09/28/2023		D		14,368	D	$43(1)	50,258	D
Class A Common Stock	09/28/2023		D		50,258	D	$0.00(1)(2)(3)	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Syneos Health, Inc. (the "Issuer"), Star Parent, Inc. ("Parent") and Star Merger Sub, Inc. ("Merger Sub"). On September 28, 2023, upon the closing of the merger of Merger Sub with and into the Issuer (the "Merger") contemplated by the Merger Agreement, each outstanding share of common stock of the Issuer, par value $0.01 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $43.00 (the "Merger Consideration"), without interest, and minus any applicable withholding taxes.

2. In accordance with the Merger Agreement, effective as of immediately prior to the effective time of the Merger (the "Effective Time") and as a result of the Merger each award of restricted stock units ("RSUs") and performance stock units ("PSUs") covering shares of common stock that is outstanding immediately prior to the Effective Time (other than certain specified RSU awards and PSU awards set forth in the disclosure schedules delivered in connection with the Merger Agreement (the "Specified Awards")) was cancelled and converted into a contingent right to receive an amount in cash (without interest) (a "Contingent Cash Award") equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of common stock subject to the award (with any performance based goals with respect to the PSU awards deemed to be achieved at the "target" level of performance or based on the actual level of achievement of performance goals,

3. continued from previous footnote: in each case, as set forth in the applicable PSU award agreement). Each Contingent Cash Award will vest and become payable pursuant to the same time-vesting schedule applicable to the underlying RSU award or PSU award from which it was converted, as applicable (including any accelerated vesting terms and conditions), subject to the holder's continued employment with or service to Parent and its subsidiaries through the applicable vesting date; and each Specified Award that is outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive a cash payment (without interest) equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of common stock subject to the award, subject to claw-back if the holder's employment is terminated by the Company for "cause" or by the holder without "good reason," in either case prior to the first anniversary of the Effective Time.

Remarks:

	/s/ Sara Epstein, Attorney-in-Fact	09/28/2023
	** Signature of Reporting Person	Date
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