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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | 50,000 | (5) | 08/15/2021 | Common Stock | 50,000 | $ 0 | 50,000 | D | ||||
| Series C Preferred Stock | (1) | 02/15/2012 | C | 1,419,559 | 10/19/2006 | (1) | Common Stock | 1,419,559 | (1) | 0 | I | See footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Morrissette Mark C/O SYNACOR, INC. 40 LARIVIERE DRIVE SUITE 300 BUFFALO, NY 14202 |
X | |||
| /s/ William J. Stuart, POA | 02/16/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Series C Preferred Stock converted into common stock of the Issuer on a 1.5 for one basis and had no expiration date. |
| (2) | 591,483 of the shares are held directly by North Atlantic Venture Fund III, A Limited Partnership ("NAVF") and 828,076 of the shares are owned by North Atlantic SBIC IV, L.P. ("NASBIC"). The general partner of NAVF is North Atlantic Investors III, LLC. The general partner of NASBIC is North Atlantic Investors SBIC IV, LLC. The Reporting Person is one of two managers of North Atlantic Investors III, LLC and North Atlantic Investors SBIC IV, LLC, sharing voting and investment power over the shares held of record by NAVF and NASBIC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (3) | All of the shares reported as sold were sold by NAVF. The general partner of NAVF is North Atlantic Investors III, LLC. The Reporting Person is one of two managers of North Atlantic Investors III, LLC, sharing voting and investment power over the shares held of record by NAVF. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (4) | 470,821 of the shares are held directly by NAVF and 828,076 of the shares are owned directly by NASBIC. The general partner of NAVF is North Atlantic Investors III, LLC. The general partner of NASBIC is North Atlantic Investors SBIC IV, LLC. The Reporting Person is one of two managers of North Atlantic Investors III, LLC and North Atlantic Investors SBIC IV, LLC, sharing voting and investment power over the shares held of record by NAVF and NASBIC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (5) | The option was immediately exercisable on the date of grant. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. The shares subject to the option vested on February 15, 2012, upon the lapse of NAVF's and NASBIC's right to nominate a director of the Issuer. |
| 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. | |