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* Chamoun George (Last) (First) (Middle) C/O SYNACOR, INC. 40 LA RIVIERE DRIVE, SUITE 300 (Street) SAN FRANCISCO CA 14202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/09/2012	3. Issuer Name and Ticker or Trading Symbol Synacor, Inc. [ SYNC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President	5. 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 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	317,501(1)	D

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: 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
Employee stock option (right to purchase)	(2)	11/17/2014	Common Stock	108,004.5(1)	$0.2(3)	D
Employee stock option (right to purchase)	(4)	09/13/2017	Common Stock	75,000(1)	$2.52(3)	D
Employee stock option (right to purchase)	(5)	08/15/2021	Common Stock	100,000(1)	$3.23(3)	D

Explanation of Responses:

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. The option became exercisable on May 18, 2005, the six-month anniversary of 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 vested upon completion of 12 months of continuous service after October 1, 2004 and the remainder vested in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment through such dates.

3. 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.

4. The option was exercisable for 20,269.5 shares immediately upon the date of grant, became exercisable for an additional 20,269.5 shares on each of December 31, 2007 and December 31, 2008 and became fully exercisable on December 31, 2009. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option vested upon completion of 12 months of continuous service after February 1, 2008 and the remainder vested in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment through such dates.

5. The option was exercisable for 30,120 shares immediately upon the date of grant and became exercisable for an additional 30,120 shares on December 31, 2011. The option will become exercisable for an additional 30,120 shares on December 31, 2012 and for the remaining 9,640 shares on December 31, 2013, subject to the Reporting Person's continuous service through such dates. 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 September 1, 2011 and the remainder vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment through such dates.

	/s/ Julia Culkin, attorney-in-fact	02/09/2012
	** 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).
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