SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/01/2019 | 3. Issuer Name and Ticker or Trading Symbol Synacor, Inc. [ SYNC ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2,839,206 | I | See footnote.(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Director Stock Option (right to purchase) | (2) | 02/28/2029 | Common Stock | 50,000 | 1.74 | D(3) |
Explanation of Responses: |
1. 1,597,806 of the shares are held directly by 180 Degree Capital Corp. ("180 Degree") and 1,241,400 of the shares are held directly by 180.2 SPV Series - a Series of 180 Degree Capital Management, LLC ("180.2 SPV Series"). 180 Degree is the investment manager and managing member of 180.2 SPV Series. The Reporting Person is one of two directors of 180 Degree sharing voting and investment power over the shares held by 180 Degree and 180.2 SPV Series. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
2. The option was granted to the Reporting Person in connection with his appointment to Issuer's Board of Directors. 100% of the option was immediately exercisable on March 1, 2019 (the date of grant). Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option vest upon completion of 12 months of continuous service after March 1, 2019 and the remainder vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through such dates. |
3. Pursuant to an assignment and assumption agreement between the Reporting Person and 180 Degree, the Reporting Person has assigned all economic and beneficial interest in this option (and the underlying shares of common stock) to 180 Degree. |
Remarks: |
/s/ Timothy J. Heasley, attorney-in-fact | 03/05/2019 | |
** 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 5 (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. |