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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Synacor, Inc. [ SYNC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Common Stock | 21,948(1) | D | ||||||||
Common Stock | 1,632(2) | D | ||||||||
Common Stock | 02/15/2012 | C | 2,685,240 | A | (3) | 2,707,188(1) | D | |||
Common Stock | 02/15/2012 | C | 199,374 | A | (3) | 201,006(2) | D | |||
Common Stock | 02/15/2012 | C | 785,433 | A | (3) | 3,492,621(1) | D | |||
Common Stock | 02/15/2012 | C | 58,317 | A | (3) | 259,323(2) | D | |||
Common Stock | 02/15/2012 | C | 220,240 | A | (3) | 3,712,861(1) | D | |||
Common Stock | 02/15/2012 | C | 16,353 | A | (3) | 275,676(2) | D | |||
Common Stock | 02/15/2012 | S | 186,176 | D | $5 | 3,526,685(1) | D | |||
Common Stock | 02/15/2012 | S | 13,823 | D | $5 | 261,853(2) | D | |||
Common Stock | 02/15/2012 | P | 100,000 | A | $5 | 100,000(4) | 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 | ||||||||
Series A Convertible Preferred Stock | (5) | 02/15/2012 | C | 2,685,240 | (5) | (5) | Common Stock | 2,685,240 | $0 | 0 | D | ||||
Series A Convertible Preferred Stock | (5) | 02/15/2012 | C | 199,374 | (5) | (5) | Common Stock | 199,374 | $0 | 0 | D | ||||
Series B Convertible Preferred Stock | (5) | 02/15/2012 | C | 785,433 | (5) | (5) | Common Stock | 785,433 | $0 | 0 | D | ||||
Series B Convertible Preferred Stock | (5) | 02/15/2012 | C | 58,317 | (5) | (5) | Common Stock | 58,317 | $0 | 0 | D | ||||
Series C Convertible Preferred Stock | (5) | 02/15/2012 | C | 220,240 | (5) | (5) | Common Stock | 220,240 | $0 | 0 | D | ||||
Series C Convertible Preferred Stock | (5) | 02/15/2012 | C | 16,353 | (5) | (5) | Common Stock | 16,353 | $0 | 0 | D | ||||
Non-employee Director Stock Option (right to purchase) | $3.32 | (6) | 08/15/2021 | Common Stock | 50,000 | 50,000(4) | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. These securities are held directly by Crystal Internet Venture Fund II (BVI), L.P. and indirectly by Crystal Venture II, Ltd., the general partner of Crystal Internet Venture Fund II (BVI), L.P., and Joseph Tzeng and Daniel Kellogg, the Class A members of Crystal Venture II, Ltd., who have all the voting rights of Crystal Venture II, Ltd. Each of Crystal Venture II, Ltd., Mr. Tzeng and Mr. Kellogg may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein. |
2. These securities are held directly by Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P. and indirectly by Crystal Venture II, Ltd., the general partner of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., and Joseph Tzeng and Daniel Kellogg, the Class A members of Crystal Venture II, Ltd., who have all the voting rights of Crystal Venture II, Ltd. Each of Crystal Venture II, Ltd., Mr. Tzeng and Mr. Kellogg may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein. |
3. The reported securities represent the shares of the issuer's common stock that were underlying shares of the issuer's preferred stock that converted into common stock on a 1.5:1 basis upon the closing of the issuer's initial public offering (the "Initial Public Offering"). |
4. The reported securities are owned directly by Mr. Tzeng. None of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., Crystal Internet Venture Fund II (BVI), L.P., Crystal Venture II, Ltd. or Mr. Kellogg has beneficial ownership of the reported securities. |
5. The number of shares of preferred stock reported in Column 5 converted into the issuer's common stock on a 1.5:1 basis upon the closing of the Initial Public Offering. |
6. The option vests in three equal annual installments following completion by Mr. Tzeng of each of three years of service to the issuer following September 1, 2011. |
/s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., by Shelley Rubino, as attorney-in-fact | 02/17/2012 | |
/s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., General Partner of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., by Shelley Rubino, as attorney-in-fact | 02/17/2012 | |
/s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., General Partner of Crystal Internet Venture Fund II (BVI), L.P., by Shelley Rubino, as attorney-in-fact | 02/17/2012 | |
/s/ Joseph Tzeng, by Shelley Rubino, as attorney-in-fact | 02/17/2012 | |
/s/ Daniel Kellogg, by Shelley Rubino, as attorney-in-fact | 02/17/2012 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |