0000899243-18-004695.txt : 20180220 0000899243-18-004695.hdr.sgml : 20180220 20180220215059 ACCESSION NUMBER: 0000899243-18-004695 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180215 FILED AS OF DATE: 20180220 DATE AS OF CHANGE: 20180220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Partners III, L.P. CENTRAL INDEX KEY: 0001626559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 18626935 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVE., 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-0095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVE., 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Partners III Parallel, L.P. CENTRAL INDEX KEY: 0001626560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 18626934 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVE., 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-0095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVE., 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Capital Group, LLC CENTRAL INDEX KEY: 0001705438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 18626930 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Partners GP III, L.P. CENTRAL INDEX KEY: 0001705701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 18626933 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris GP HoldCo III, LLC CENTRAL INDEX KEY: 0001705465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 18626932 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Advisor HoldCo III, LLC CENTRAL INDEX KEY: 0001705440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 18626929 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Capital Group III, L.P. CENTRAL INDEX KEY: 0001705439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 18626931 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Siris Advisor HoldCo, LLC CENTRAL INDEX KEY: 0001705515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 18626928 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-0095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Private Investments, LLC CENTRAL INDEX KEY: 0001705513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 18626936 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Private Holdings I, LLC CENTRAL INDEX KEY: 0001705504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 18626937 BUSINESS ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122310095 MAIL ADDRESS: STREET 1: C/O SIRIS CAPITAL GROUP STREET 2: 601 LEXINGTON AVENUE, 59TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SYNCHRONOSS TECHNOLOGIES INC CENTRAL INDEX KEY: 0001131554 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 061594540 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 CROSSING BOULEVARD CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: 866-620-3940 MAIL ADDRESS: STREET 1: 200 CROSSING BOULEVARD CITY: BRIDGEWATER STATE: NJ ZIP: 08807 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-02-15 0 0001131554 SYNCHRONOSS TECHNOLOGIES INC SNCR 0001705504 Silver Private Holdings I, LLC C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705513 Silver Private Investments, LLC C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001626559 Siris Partners III, L.P. C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE. 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001626560 Siris Partners III Parallel, L.P. C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705701 Siris Partners GP III, L.P. C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705465 Siris GP HoldCo III, LLC C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705439 Siris Capital Group III, L.P. C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705438 Siris Capital Group, LLC 601 LEXINGTON AVENUE. 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705440 Siris Advisor HoldCo III, LLC C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE. 59TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705515 Siris Advisor HoldCo, LLC C/O SIRIS CAPITAL GROUP, LLC 601 LEXINGTON AVENUE, 59TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock, par value $0.0001 per share 2018-02-15 4 J 0 5994667 D 0 D Series A Convertible Participating Perpetual Preferred Stock 18.00 2018-02-15 4 P 0 185000 A Common Stock, par value $0.0001 per share 10277786 185000 D Stock Option (Right to Purchase) 7.48 2018-02-15 4 J 0 30000 0.00 A 2025-02-14 Common Stock, par value $0.0001 per share 30000 30000 D Stock Option (Right to Purchase) 7.48 2018-02-15 4 J 0 30000 0.00 A 2025-02-14 Common Stock, par value $0.0001 per share 30000 30000 D This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Silver Private Holdings I, LLC, a Delaware limited liability company ("Silver Holdings"); (ii) Silver Private Investments, LLC, a Delaware limited liability company ("Silver Parent"); (iii) Siris Partners III, L.P., a Delaware limited partnership ("Siris Fund III"); (iv) Siris Partners III Parallel, L.P., a Delaware limited partnership ("Siris Fund III Parallel"); (v) Siris Partners GP III, L.P., a Delaware limited partnership ("Siris Fund III GP"); (vi) Siris GP HoldCo III, LLC, a Delaware limited liability company ("Siris Fund III GP HoldCo"); (vii) Siris Capital Group III, L.P., a Delaware limited partnership ("Siris Fund III Advisor"); (viii) Siris Capital Group, LLC, a Delaware limited liability company ("Siris Capital Group"); (ix) Siris Advisor HoldCo III, LLC, a Delaware limited liability company ("Siris Fund III Advisor HoldCo"); (Continued from Footnote 1) and (x) Siris Advisor HoldCo, LLC, a Delaware limited liability company ("Siris Advisor HoldCo"). Silver Holdings is controlled by its sole member, Silver Parent. Silver Parent is controlled by its members, Siris Fund III and Siris Fund III Parallel. Each of Siris Fund III and Siris Fund III Parallel is controlled by its general partner, Siris Fund III GP. Siris Fund III GP is controlled by its general partner, Siris Fund III GP HoldCo. Siris Fund III Advisor serves as investment manager to Siris Fund III and Siris Fund III Parallel pursuant to investment management agreements with each of them. Siris Capital Group shares investment management authority in respect of Siris Fund III and Siris Fund III Parallel pursuant to an agreement between Siris Fund III Advisor and Siris Capital Group. Siris Fund III Advisor is controlled by its general partner, Siris Fund III Advisor HoldCo. (Continued from Footnote 3) Siris Capital Group is controlled by its managing member, Siris Advisor HoldCo. Each of Siris Fund III GP HoldCo, Siris Fund III Advisor HoldCo and Siris Advisor HoldCo is controlled by Frank Baker, Peter Berger and Jeffrey Hendren. The Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (such Act and rules, as amended, the "Exchange Act"), which group may be deemed to share the power to vote or direct the vote, or to dispose or direct the disposition, of the securities reported herein. However, neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is a member of a "group" for such purposes, for purposes of Section 16 of the Exchange Act or for any other purpose. (Continued from footnote 5) Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any other person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person's management and control. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. As permitted by Rule 16a-1(a)(4), the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons are beneficial owners of any of the securities covered by this statement. On February 15, 2018, pursuant to that certain Securities Purchase Agreement, dated as of October 17, 2017, between Synchronoss Technologies, Inc. (the "Issuer") and Silver Holdings, the Issuer issued to Silver Holdings 185,000 shares of preferred stock of the Issuer, par value $0.0001 per share, with an initial liquidation preference of $1,000 per share, which was designated as Series A Convertible Participating Perpetual Preferred Stock (the "Series A Preferred Stock"), for consideration consisting of (i) $97.7 million in cash and (ii) the transfer from Silver Holdings to the Issuer of the 5,994,667 shares of common stock, par value $0.0001 per share (the "Common Stock"), reported herein. Each share of Series A Preferred Stock may be converted on any date, from time to time, at the option of the holder thereof, and has no expiration date. The number of shares of Common Stock reported herein represents the number of shares of Common Stock that would be issuable upon conversion of the 185,000 shares of Series A Preferred Stock held by Silver Holdings. On February 15, 2018, the Issuer awarded a stock option to purchase shares of Common Stock to Peter Berger, which becomes exercisable with respect to one-third of the shares subject to the stock option when Mr. Berger completes each year of continuous service after February 15, 2018. Pursuant to an assignment agreement between Siris Capital Group, Mr. Berger and the Issuer, dated as of February 15, 2018, Mr. Berger has assigned to Siris Capital Group all of his right, title and interest in and to any compensation, including equity awards, he receives from the Issuer for his services as a director of the Issuer. On February 15, 2018, the Issuer awarded a stock option to purchase shares of Common Stock to Frank Baker, which becomes exercisable with respect to one-third of the shares subject to the stock option when Mr. Baker completes each year of continuous service after February 15, 2018. Pursuant to an assignment agreement between Siris Capital Group, Mr. Baker and the Issuer, dated as of February 15, 2018, Mr. Baker has assigned to Siris Capital Group all of his right, title and interest in and to any compensation, including equity awards, he receives from the Issuer for his services as a director of the Issuer. Pursuant to Rule 16b-6(c)(2) of the Exchange Act, there is no profit with respect to such transactions. For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization by virtue of their right to appoint directors to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 5 of this Form 4. See Exhibit 99.1 2018-02-20 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                        SIGNATURES OF REPORTING PERSONS

    This Statement on Form 4 is filed by the Reporting Persons listed below.

Dated:  February 20, 2018

                            SILVER PRIVATE HOLDINGS I, LLC
                            By: Silver Private Investments, LLC, its sole
                            member


                            By:    /s/ Peter Berger
                                   ----------------------------------
                                   Name:  Peter Berger
                                   Title: Authorized Signatory


                            SILVER PRIVATE INVESTMENTS, LLC


                            By:    /s/ Peter Berger
                                   ----------------------------------
                                   Name:  Peter Berger
                                   Title: Authorized Signatory


                            SIRIS PARTNERS III, L.P.
                            SIRIS PARTNERS III PARALLEL, L.P.
                            By: Siris Partners GP III, L.P., its general partner
                            By: Siris GP HoldCo III, LLC, its general
                            partner


                            By:    /s/ Peter Berger
                                   ----------------------------------
                                   Name:  Peter Berger
                                   Title: Managing Member


                            SIRIS PARTNERS GP III, L.P.
                            By: Siris GP HoldCo III, LLC, its general
                            partner


                            By:    /s/ Peter Berger
                                   ----------------------------------
                                   Name:  Peter Berger
                                   Title: Managing Member


                            SIRIS GP HOLDCO III, LLC


                            By:    /s/ Peter Berger
                                   ----------------------------------
                                   Name:  Peter Berger
                                   Title: Managing Member


                            SIRIS CAPITAL GROUP III, L.P.
                            By: Siris Advisor HoldCo III, LLC, its general
                            partner


                            By:    /s/ Peter Berger
                                   ----------------------------------
                                   Name:  Peter Berger
                                   Title: Managing Member


                            SIRIS CAPITAL GROUP, LLC
                            By:  Siris Advisor HoldCo, LLC, its managing
                            member


                            By:    /s/ Peter Berger
                                   ----------------------------------
                                   Name:  Peter Berger
                                   Title: Managing Member


                            SIRIS ADVISOR HOLDCO III, LLC


                            By:    /s/ Peter Berger
                                   ----------------------------------
                                   Name:  Peter Berger
                                   Title: Managing Member


                            SIRIS ADVISOR HOLDCO, LLC


                            By:    /s/ Peter Berger
                                   ----------------------------------
                                   Name:  Peter Berger
                                   Title: Managing Member