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
	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* Kau Andrew (Last) (First) (Middle) C/O WALDEN INTERNATIONAL 361 LYTTON AVENUE, 2ND FLOOR (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Synacor, Inc. [ SYNC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	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) 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
Common Stock	02/15/2012		C		480,768	A	(1)	485,142	I	See footnote.(2)(5)
Common Stock	02/15/2012		S		23,860(4)(5)	D	$5	461,282	I	See footnote.(5)(6)

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
Director Stock Option (right to purchase)	$3.32	08/16/2011		A		50,000		(3)	08/15/2021	Common Stock	50,000	$0	50,000	D
Series A Preferred Stock	(1)	02/15/2012		C			480,768	11/01/2004	(1)	Common Stock	480,768	$0	0	I	See footnote.(7)

Explanation of Responses:

1. The Series A Preferred Stock converted into shares of common stock of the Issuer on a 1.5 for 1 basis and had no expiration date.

2. 242,571 of the shares are owned directly by WIIG-TDF Partners LLC and 242,571 of the shares are owned directly by Walden EDB Partners II, L.P.

3. The option was immediately exercisable on the date of grant. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 33% of the shares subject to the option vest on each of September 1, 2011 and 2012 and 34% of the shares subject to the option vest on September 1, 2013, subject to the Reporting Person's continuous service through such dates.

4. 11,930 shares were sold by each of WIIG-TDF Partners LLC and Walden EDB Partners II, L.P.

5. The manager of WIIG-TDF Partners LLC is WIIG Management Co., Ltd., the sole director of which is Lip-Bu Tan. The manager of Walden EDB Partners II, L.P. is Walden Management, LLC, the manager of which is Pacven Walden Management Co., Ltd. Lip-Bu Tan is the sole director of Pacven Walden Management. The Reporting Person shares investment and voting power with respect to the shares owned directly by WIIG-TDF Partners LLC and Walden EDB Partners II, L.P. with Lip-Bu Tan. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

6. 230,641 of the shares are owned directly by WIIG-TDF Partners LLC and 230,641 of the shares are owned directly by Walden EDB Partners II, L.P.

7. 240,384 of the shares are owned directly by WIIG-TDF Partners LLC and 240,384 of the shares are owned directly by Walden EDB Partners II, L.P.

Remarks:

Date of Earliest Transaction: The transactions giving rise to this Form 4 filing occurred on February 15, 2012. In accordance with Rule 16a-2, transactions which took place within 6 months prior to that date are also reported on this form.

	/s/ Andrew Kau	02/17/2012
	** Signature of Reporting Person	Date
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