SEC Form 4
Washington, D.C. 20549


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 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*
Rendino Kevin

(Last) (First) (Middle)


(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)
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) 3,004,484 D $2.2 39,312 I See footnote.(2)
Common Stock 04/01/2021 D(3) 39,312 D $2.2 0 I See footnote.(2)
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) $1.74 04/01/2021 D 50,000 (4) (4) Common Stock 50,000 $0 0(5) D(6)
Director stock option (right to purchase) $1.64 04/01/2021 D 15,000 (4) (4) Common Stock 15,000 $0 0(5) D(6)
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. 1,602,420 of the shares were held directly by 180 Degree Capital Corp. ("180 Degree") and 1,241,400 of the shares were 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.
3. 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.
4. 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.
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 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.
/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.