0000899243-20-010146.txt : 20200403 0000899243-20-010146.hdr.sgml : 20200403 20200403170028 ACCESSION NUMBER: 0000899243-20-010146 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200401 FILED AS OF DATE: 20200403 DATE AS OF CHANGE: 20200403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Private Holdings I, LLC CENTRAL INDEX KEY: 0001705504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 20774322 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Private Investments, LLC CENTRAL INDEX KEY: 0001705513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 20774323 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Partners III, L.P. CENTRAL INDEX KEY: 0001626559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 20774324 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVE., 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-0095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVE., 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Partners III Parallel, L.P. CENTRAL INDEX KEY: 0001626560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 20774325 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVE., 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-0095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVE., 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Partners GP III, L.P. CENTRAL INDEX KEY: 0001705701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 20774326 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris GP HoldCo III, LLC CENTRAL INDEX KEY: 0001705465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 20774327 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Capital Group III, L.P. CENTRAL INDEX KEY: 0001705439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 20774328 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Capital Group, LLC CENTRAL INDEX KEY: 0001705438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 20774329 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Group GP, LLC CENTRAL INDEX KEY: 0001772464 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 20774330 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SYNCHRONOSS TECHNOLOGIES INC CENTRAL INDEX KEY: 0001131554 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 061594540 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 CROSSING BOULEVARD CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: 866-620-3940 MAIL ADDRESS: STREET 1: 200 CROSSING BOULEVARD CITY: BRIDGEWATER STATE: NJ ZIP: 08807 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-04-01 0 0001131554 SYNCHRONOSS TECHNOLOGIES INC SNCR 0001705504 Silver Private Holdings I, LLC C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705513 Silver Private Investments, LLC C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001626559 Siris Partners III, L.P. C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001626560 Siris Partners III Parallel, L.P. C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705701 Siris Partners GP III, L.P. C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705465 Siris GP HoldCo III, LLC C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705439 Siris Capital Group III, L.P. C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705438 Siris Capital Group, LLC 601 LEXINGTON AVENUE. 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001772464 Siris Group GP, LLC C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 Series A Convertible Participating Perpetual Preferred Stock 18.00 2020-04-01 4 A 0 8158 A Common Stock, par value $0.0001 per share 453223 233217 D This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Silver Private Holdings I, LLC, a Delaware limited liability company ("Silver Holdings"); (ii) Silver Private Investments, LLC, a Delaware limited liability company ("Silver Parent"); (iii) Siris Partners III, L.P., a Delaware limited partnership ("Siris Fund III"); (iv) Siris Partners III Parallel, L.P., a Delaware limited partnership ("Siris Fund III Parallel"); (v) Siris Partners GP III, L.P., a Delaware limited partnership ("Siris Fund III GP"); (vi) Siris GP HoldCo III, LLC, a Delaware limited liability company ("Siris Fund III GP HoldCo"); (vii) Siris Capital Group III, L.P., a Delaware limited partnership ("Siris Fund III Advisor"); (viii) Siris Capital Group, LLC, a Delaware limited liability company ("Siris Capital Group"); and (ix) Siris Group GP, LLC, a Cayman Islands exempted limited liability company ("Siris Group GP"). Silver Holdings is controlled by its sole member, Silver Parent. Silver Parent is controlled by its members, Siris Fund III and Siris Fund III Parallel. Each of Siris Fund III and Siris Fund III Parallel is controlled by its general partner, Siris Fund III GP. Siris Fund III GP is controlled by its general partner, Siris Fund III GP HoldCo. Siris Fund III Advisor serves as investment manager to Siris Fund III and Siris Fund III Parallel pursuant to investment management agreements with each of them. Siris Capital Group shares investment management authority in respect of Siris Fund III and Siris Fund III Parallel pursuant to an agreement between Siris Fund III Advisor and Siris Capital Group. Siris Fund III Advisor is controlled by its general partner, Siris Group GP. (Continued from Footnote 2) Siris Capital Group is controlled by its managing member, Siris Group GP. Each of Siris Fund III GP HoldCo and Siris Group GP is controlled by Frank Baker, Peter Berger and Jeffrey Hendren. The Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (such Act and rules, as amended, the "Exchange Act"), which group may be deemed to share the power to vote or direct the vote, or to dispose or direct the disposition, of the securities reported herein. However, neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is a member of a "group" for such purposes, for purposes of Section 16 of the Exchange Act or for any other purpose. (Continued from footnote 4) Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any other person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person's management and control. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. As permitted by Rule 16a-1(a)(4), the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons are beneficial owners of any of the securities covered by this statement. Pursuant to the Certificate of Designations of Series A Preferred Stock, dated as of February 15, 2018 (the "Certificate of Designations"), of Synchronoss Technologies, Inc. (the "Issuer"), the Issuer issued to Silver Holdings 8,158 shares of Series A Convertible Participating Perpetual Preferred Stock (the "Series A Preferred Stock") on April 1, 2020 as a payment-in-kind dividend for the period beginning on January 1, 2020 and ending on March 31, 2020 on the Series A Preferred Stock acquired by Silver Holdings pursuant to that certain Securities Purchase Agreement, dated as of October 17, 2017 (the "PIPE Purchase Agreement"), between the Issuer and Silver Holdings. Each share of Series A Preferred Stock may be converted on any date, from time to time, at the option of the holder thereof, and has no expiration date. The number of shares of Common Stock reported herein represents the number of shares of Common Stock that would be issuable upon conversion of the 8,158 shares of Series A Preferred Stock received by Silver Holdings as a payment-in-kind dividend, reported herein, without giving effect to the Conversion Cap (as defined in the Certificate of Designations). Pursuant to the Certificate of Designations, the Capped Holders (as defined in the Certificate of Designations) cannot convert any shares of Siris A Preferred Stock that would result in the Capped Holders beneficially owning shares of Common Stock in excess of the Conversion Cap, and the Reporting Persons would not be deemed to beneficially own any shares in excess of such amount. (Continued from footnote 8) Based on 44,564,306 shares of Common Stock represented by the Issuer to be outstanding as of March 10, 2020 in the Issuer's annual report on Form 10-K filed on March 16, 2020, the Conversion Cap is 11,071,532 shares of Common Stock, and the Reporting Persons would not be deemed to beneficially own any shares in excess of such amount. For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization by virtue of their right to appoint directors to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 5 of this Form 4. See Exhibit 99.1 2020-04-02 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                        SIGNATURES OF REPORTING PERSONS

   This Statement on Form 4 is filed by the Reporting Persons listed below.

Dated:  April 2, 2020

                                   SILVER PRIVATE HOLDINGS I, LLC
                                   By: Silver Private Investments, LLC, its sole
                                   member


                                   By:    /s/ Peter Berger
                                          -----------------------
                                   Name:  Peter Berger
                                   Title: Authorized Signatory


                                   SILVER PRIVATE INVESTMENTS, LLC


                                   By:    /s/ Peter Berger
                                          -----------------------
                                   Name:  Peter Berger
                                   Title: Authorized Signatory


                                   SIRIS PARTNERS III, L.P.
                                   SIRIS PARTNERS III PARALLEL, L.P.
                                   By: Siris Partners GP III, L.P., its general
                                   partner
                                   By: Siris GP HoldCo III, LLC, its general
                                   partner


                                   By:    /s/ Peter Berger
                                          -----------------------
                                   Name:  Peter Berger
                                   Title: Managing Member


                                   SIRIS PARTNERS GP III, L.P.
                                   By: Siris GP HoldCo III, LLC, its general
                                   partner


                                   By:    /s/ Peter Berger
                                          -----------------------
                                   Name:  Peter Berger
                                   Title: Managing Member



                                   SIRIS GP HOLDCO III, LLC



                                   By:    /s/ Peter Berger
                                          -----------------------
                                   Name:  Peter Berger
                                   Title: Managing Member


                                   SIRIS CAPITAL GROUP III, L.P.
                                   By: Siris Group GP, LLC, its general partner


                                   By:    /s/ Peter Berger
                                          -----------------------
                                   Name:  Peter Berger
                                   Title: Manager


                                   SIRIS CAPITAL GROUP, LLC
                                   By:  Siris Group GP, LLC, its managing member


                                   By:    /s/ Peter Berger
                                          -----------------------
                                   Name:  Peter Berger
                                   Title: Manager


                                   SIRIS GROUP GP, LLC



                                   By:    /s/ Peter Berger
                                          -----------------------
                                   Name:  Peter Berger
                                   Title: Manager