FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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1. Name and Address of Reporting Person * Frankel Ronald N   2. Issuer Name and Ticker or Trading Symbol Synacor, Inc. [SYNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O SYNACOR, INC., 40 LA RIVIERE DRIVE, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2012 (Street) BUFFALO, NY 14202 4. If Amendment, Date 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 (City) (State) (Zip) 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 08/29/2011   M   550,000 A $ 0.04 600,000 D   Common Stock 01/06/2012   M   382,205 A $ 0.04 982,205 D   Common Stock 01/06/2012   M   235,013 A $ 0.2 1,217,218 D   Common Stock 02/02/2012   M   125,000 A $ 0.2 1,342,218 D   Common Stock 02/15/2012   S   50,000 D $ 5 1,292,218 D

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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 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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to purchase)

$ 3.32

08/16/2011

A

84,640

(1)

08/15/2021

Common Stock

84,640

$ 0

0

D

Employee Stock Option (right to purchase)

$ 3.32

08/16/2011

A

90,360

(2)

08/15/2021

Common Stock

90,360

$ 0

0

D

Employee Stock Option (right to purchase)

$ 0.04

08/29/2011

M

550,000

(3)

03/12/2013

Common Stock

550,000

$ 0

382,205

D

Employee Stock Option (right to purchase)

$ 0.04

01/06/2012

M

382,205

(3)

03/12/2013

Common Stock

382,205

$ 0

0

D

Employee Stock Option (right to purchase)

$ 0.2

01/06/2012

M

235,013

(4)

11/17/2014

Common Stock

235,013

$ 0

125,000

D

Employee Stock Option (right to purchase)

$ 0.2

02/02/2012

M

125,000

(4)

11/17/2014

Common Stock

125,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Frankel Ronald N C/O SYNACOR, INC. 40 LA RIVIERE DRIVE, SUITE 300 BUFFALO, NY 14202			Chief Executive Officer

Signatures

/s/ William J. Stuart, POA		02/16/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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 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. 25% of the shares subject to the option will vest upon completion of 12 months of continuous service after September 1, 2011 and the remainder vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through such dates.
(2)	The option became exercisable for 30,120 shares of common stock on December 31, 2011. The option will become exercisable for an additional 30,120 shares on each of December 31, 2012 and 2013. 25% of the shares subject to the option vest upon completion of 12 months of service after September 1, 2011 and in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service.
(3)	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. The shares subject to the option vested 25% on October 1, 2005 and in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment through such dates.
(4)	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. The shares subject to the option vested 25% on October 1, 2005 and in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment through such dates.
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.

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