Item 1.01 Entry into a Material Definitive Agreement.

On December 1, 2020, Syneos Health, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and BofA Securities, Inc. (the "Underwriters") and the selling stockholders named therein (the "Selling Stockholders"). Pursuant to the Underwriting Agreement, the Selling Stockholders agreed to sell 6,000,000 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), to the Underwriters at a price of $61.28 per share, to be offered to the public at a price of $61.90 per share.

The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by each of the Company, the Selling Stockholders, and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The sale of the Common Stock by the Selling Stockholders was made pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-228559), including a prospectus supplement dated December 1, 2020 to the prospectus contained therein dated November 27, 2018, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended. The sale of the Common Stock is expected to close on December 3, 2020.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated December 1, 2020, by and among Syneos
            Health, Inc., the selling stockholders named therein and Goldman
            Sachs & Co. LLC and BofA Securities, Inc.

 5.1          Opinion of Latham & Watkins LLP.

23.1          Consent of Latham & Watkins LLP (included in Exhibit 5.1).

104         Cover Page Interactive File (the cover page tags are embedded within
            the Inline XBRL document).

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