Synacor Form 4 Synacor / Andrew Kau ownership change

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

X

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)

IS 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)
03/31/2021

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	03/31/2021		U(1)		69,275	D	$2.2	39,312	D
Common Stock	04/01/2021		D(2)		39,312	D	$2.2	0	D
Common Stock	03/31/2021		U(1)		3,875,138	D	$2.2	0	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	04/01/2021		D			50,000	(4)	(4)	Common Stock	50,000	$0(5)	0	D
Director stock option (right to purchase)	$11.14	04/01/2021		D			5,000	(4)	(4)	Common Stock	5,000	$0(5)	0	D
Director stock option (right to purchase)	$3.68	04/01/2021		D			15,000	(4)	(4)	Common Stock	15,000	$0(5)	0	D
Director stock option (right to purchase)	$2.26	04/01/2021		D			15,000	(4)	(4)	Common Stock	15,000	$0(5)	0	D
Director stock option (right to purchase)	$2.44	04/01/2021		D			30,000	(4)	(4)	Common Stock	30,000	$0(5)	0	D
Director stock option (right to purchase)	$2.96	04/01/2021		D			15,000	(4)	(4)	Common Stock	15,000	$0(5)	0	D
Director stock option (right to purchase)	$3.5	04/01/2021		D			15,000	(4)	(4)	Common Stock	15,000	$0(5)	0	D
Director stock option (right to purchase)	$1.95	04/01/2021		D			30,000	(6)	(6)	Common Stock	30,000	$0(5)	0	D
Director stock option (right to purchase)	$1.64	04/01/2021		D			15,000	(6)	(6)	Common Stock	15,000	$0(5)	0	D

Explanation of Responses:

1. Represents shares of common stock of Synacor, Inc. (the "Company") that were tendered in the tender offer to SY Merger Sub Corporation for $2.20 per share in cash, less applicable tax witholding, pursuant to the previously announced Agreement and Plan of Merger, dated February 10, 2021, by and among the Company, CLP SY Holding, LLC, and SY Merger Sub Corporation (the "Merger Agreement").

2. Represents 39,312 restricted stock units that were previously reported on Table 1 and were disposed of pursuant to terms of the Merger Agreement for consideration of $2.20 per restricted stock unit.

3. 70,846 of the shares were directly owned by Pacven IV Associates Fund and 3,804,292 of the shares were directly owned by Pacven IV.

4. Pursuant to terms of the Merger Agreement, each of these out-of-the-money stock options, whether vested or unvested, were forfeited and cancelled without any consideration.

5. The stock options were originally granted in consideration of the reporting person's services to the Company and without payment consideration.

6. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the merger, each outstanding in-the-money stock option, whether vested or unvested, was cancelled and converted into the right to receive $2.20 per stock option in cash less the exercise price of such stock option and applicable tax withholding.

Remarks:

	/s/ Timothy J. Heasley, attorney-in-fact	04/01/2021
	** 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.