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
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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*
Levy Jordan

(Last) (First) (Middle)
ONE HSBC CENTER, SUITE 3850

(Street)
BUFFALO NY 14203

(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 12/14/2011 G(1) 2,702 D $0 369,610 D
Common Stock 12/14/2011 G 2,702 D $0 366,908 D
Common Stock 12/14/2011 G(1) 2,702 A $0 2,702 I By son.
Common Stock 12/14/2011 G 75,861 D $0 291,047 D
Common Stock 01/06/2012 M 36,001 A $0.2 327,048 D
Common Stock 01/06/2012 M 115,722 A $0.04 442,770 D
Common Stock 02/15/2012 S 9,677 D $5 433,093 D
Common Stock 02/15/2012 C 64,104 A (2) 143,507 I See footnote(3)
Common Stock 02/15/2012 C 37,500 A (2) 181,007 I See footnote(3)
Common Stock 02/15/2012 C 12,540 A (2) 193,547 I See footnote(3)
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 17,500 (4) 08/15/2021 Common Stock 17,500 $0 17,500 D
Director Stock Option (right to purchase) $0.04 01/06/2012 M 115,722 (5) 03/12/2013 Common Stock 115,722 $0 0 D
Director Stock Option (right to purchase) $0.2 01/06/2012 M 36,001 (6) 11/17/2014 Common Stock 36,001 $0 0 D
Series A Preferred Stock (2) 02/15/2012 C 64,104 11/18/2002 (2) Common Stock 64,104 $0 0 I See footnote(3)
Series B Preferred Stock (2) 02/15/2012 C 27,000 10/01/2004 (2) Common Stock 27,000 $0 0 I See footnote(3)
Series B Preferred Stock (2) 02/15/2012 C 10,500 01/25/2005 (2) Common Stock 10,500 $0 0 I See footnote(3)
Series C Preferred Stock (2) 02/15/2012 C 12,540 10/19/2006 (2) Common Stock 12,540 $0 0 I See footnote(3)
Explanation of Responses:
1. This transaction involved a gift of securities by the Reporting Person to his son. The reporting person disclaims beneficial ownership of the shares held by his son.
2. The preferred stock converted into common stock of the Issuer on a 1.5 for one basis and had no expiration date.
3. Held directly by JoRon Management LLC, of which the Reporting Person is one of two managers. The Reporting Person disclaims beneficial ownership of the shares held by JoRon Management LLC except to the extent of his pecuniary interest therein.
4. The option was 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 vested on September 1, 2011. 33% of the shares subject to the option will vest on September 1, 2012 and 34% of the shares subject to the option will vest on September 1, 2013, subject to the Reporting Person's continuous service through such date.
5. The option was exercisable on the date of grant. Shares purchased under the option were subject to repurchase by the Issuer until vested. The shares vested in 48 equal monthly installments from December 18, 2002 through 2006, subject to the Reporting Person's continuous service through such dates.
6. The option was exercisable on the date of grant. Shares purchased under the option were subject to repurchase by the Issuer until vested. The shares vested 25% on October 1, 2005 and in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through such dates.
Remarks:
Date of Earliest Transaction: The transaction 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/ William J. Stuart, POA 02/16/2012
** 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).
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