Edgar Filing: Levy Jordan

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Levy Jordan

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2012

3. Issuer Name and Ticker or Trading Symbol
Synacor, Inc. [SYNC]

(Last)

(First)

(Middle)

ONE HSBC CENTER, SUITE 3850

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BUFFALO,Â NYÂ 14203

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

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	75,862 ⁽¹⁾	D	Â
Common Stock	79,403 ⁽¹⁾	I ⁽²⁾	See footnote ⁽²⁾
Common Stock	2,702 ⁽¹⁾	I ⁽³⁾	See footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Director stock option (right to purchase)	Â ⁽⁴⁾	09/13/2017	Common Stock	30,000 ⁽¹⁾	$ 2.52 ⁽⁵⁾	D	Â
Director stock option (right to purchase)	Â ⁽⁶⁾	11/17/2020	Common Stock	50,000 ⁽¹⁾	$ 2.88 ⁽⁵⁾	D	Â
Director stock option (right to purchase)	Â ⁽⁷⁾	08/15/2021	Common Stock	17,500 ⁽¹⁾	$ 3.32 ⁽⁵⁾	D	Â
Series A Preferred Stofk	11/18/2002	Â ⁽⁸⁾	Common Stock	64,104 ⁽¹⁾	$ ⁽⁸⁾	I ⁽²⁾	See footnote ⁽²⁾
Series B Preferred Stock	10/01/2004	Â ⁽⁹⁾	Common Stock	27,000 ⁽¹⁾	$ ⁽⁹⁾	I ⁽²⁾	See footnote ⁽²⁾
Series B Preferred Stock	01/25/2005	Â ⁽⁹⁾	Common Stock	10,500 ⁽¹⁾	$ ⁽⁹⁾	I ⁽²⁾	See footnote ⁽²⁾
Series C Preferred	10/19/2006	Â ⁽¹⁰⁾	Common Stock	12,540 ⁽¹⁾	$ ⁽¹⁰⁾	I ⁽²⁾	See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Levy Jordan ONE HSBC CENTER, SUITE 3850 BUFFALO,Â NYÂ 14203	Â X	Â	Â	Â

Signatures

/s/ Julia Culkin, attorney-in-fact		02/09/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects a 1 for 2 reverse stock split, effective as of immediately prior to the effectiveness of the Issuer's Registration Statement on Form S-1.
(2)	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.
(3)	Held directly by the Reporting Person's son. The Reporting Person disclaims beneficial ownership of the shares held by his son.
(4)	100% of the option was exercisable on the date of grant. Shares purchased upon exercise of the option were subject to repurchase by the Issuer until vested. 33% of the shares subject to the option vested on each of February 1, 2008 and February 1, 2009 and 34% of the shares subject to the option vested on February 1, 2010.
(5)	Reflects the converted exercise price of each option share pursuant to the 1 for 2 reverse stock split, effective as of immediately prior to the effectiveness of the Issuer's Registration Statement on Form S-1.
(6)	100% of 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 each of February 1, 2011 and February 1, 2012. 34% of the shares subject to the option will vest on February 1, 2013, subject to the Reporting Person's continuous service through such date.
(7)	100% of 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.
(8)	The Series A Preferred Stock is convertible into common stock of the Issuer on a 1.5 for one basis and has no expiration date.
(9)	The Series B Preferred Stock is convertible into common stock of the Issuer on a 1.5 for one basis and has no expiration date.
(10)	The Series C Preferred Stock is convertible into common stock of the Issuer on a 1.5 for one basis and has no expiration date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.