SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Levy Jordan

(Last)

(First)

(Middle)

ONE HSBC CENTER, SUITE 3850

(Street)

BUFFALO

14203

(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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/12/2012		J4⁽¹⁾	610	A	$0	108,833	D
Common Stock	06/12/2012		J4⁽²⁾	833	A	$0	70,559	I	See footnote.⁽³⁾
Common Stock							2,100	I	By Spouse.

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director stock option (right to purchase)	$2.52						⁽⁴⁾	09/13/2017	Common Stock	30,000		30,000	D
Director stock option (right to purchase)	$2.88						⁽⁵⁾	11/17/2020	Common Stock	50,000		50,000	D
Director stock option (right to purchase)	$3.32						⁽⁶⁾	08/15/2021	Common Stock	17,500		17,500	D
Director stock option (right to purchase)	$11.14						⁽⁷⁾	05/23/2022	Common Stock	5,000		5,000	D

Explanation of Responses:

1. Pro rata distribution from Chek Ventures LLC, of which the reporting person is a non-managing member.

2. Pro Rata distribution from Chek Ventures II LLC, of which JoRon Management LLC ("JoRon", of which the reporting person is one of two managers) is a non-managing member.

3. Held directly by JoRon. The reporting person disclaims beneficial ownership of the shares held by JoRon except to the extent of his pecuniary interest therein. In a prior report, the reporting person reported beneficial ownership of 193,547 shares of Issuer common stock held by JoRon and disclaimed beneficial ownership of the shares held by JoRon except to the extent of his pecuniary interest therein. Subsequent to that report, (a) JoRon sold 9,677 shares of Issuer common stock in Issuer's initial public offering, (b) JoRon acquired 833 shares of Issuer common stock in the distribution by Chek Ventures II LLC reported on this line item, and (c) JoRon distributed a total of 114,144 shares of Issuer common stock to its members, 32,361 of which were distributed to the reporting person and are included in the amount of securities owned directly by the reporting person at the end of the Issuer's fiscal year.

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. 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 and 34% of the shares subject to the option vested on February 1, 2013.

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 September 1, 2011 and September 1, 2012. 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.

7. 100% of the option is 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 vest on the first anniversary of the date of grant and an additional 1/48th of the shares subject to the option will vest each month thereafter, subject to the reporting person's continuous service through such dates.

	/s/ William J. Stuart, attorney-in-fact	02/14/2013
	** 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).
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