0001408278-21-000059.txt : 20210401 0001408278-21-000059.hdr.sgml : 20210401 20210401110922 ACCESSION NUMBER: 0001408278-21-000059 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210331 FILED AS OF DATE: 20210401 DATE AS OF CHANGE: 20210401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rendino Kevin CENTRAL INDEX KEY: 0001289134 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33843 FILM NUMBER: 21796695 MAIL ADDRESS: STREET 1: 800 SCUDDERS MILL RD CITY: PLAINSBORO STATE: NJ ZIP: 08536 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Synacor, Inc. CENTRAL INDEX KEY: 0001408278 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 161542712 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 40 LARIVIERE DRIVE STREET 2: SUITE 300 CITY: BUFFALO STATE: NY ZIP: 14202 BUSINESS PHONE: 716-853-1362 MAIL ADDRESS: STREET 1: 40 LARIVIERE DRIVE STREET 2: SUITE 300 CITY: BUFFALO STATE: NY ZIP: 14202 4 1 wf-form4_161728970756096.xml FORM 4 X0306 4 2021-03-31 1 0001408278 Synacor, Inc. SYNC 0001289134 Rendino Kevin C/O 180 DEGREE CAPITAL CORP. 7 N. WILLOW STREET, SUITE 4B MONTCLAIR NJ 07042 1 0 0 0 Common Stock 2021-03-31 4 U 0 3004484 2.20 D 39312 I See footnote. Common Stock 2021-04-01 4 D 0 39312 2.20 D 0 I See footnote. Director stock option (right to purchase) 1.74 2021-04-01 4 D 0 50000 0 D Common Stock 50000.0 0 D Director stock option (right to purchase) 1.64 2021-04-01 4 D 0 15000 0 D Common Stock 15000.0 0 D Represents shares of common stock of Synacor, Inc. (the "Company") that were tendered in the tender offer to SY Merger Sub Corporation for $2.20 per share in cash, less applicable tax witholding, pursuant to the previously announced Agreement and Plan of Merger, dated February 10, 2021, by and among the Company, CLP SY Holding, LLC, and SY Merger Sub Corporation (the "Merger Agreement"). 1,602,420 of the shares were held directly by 180 Degree Capital Corp. ("180 Degree") and 1,241,400 of the shares were held directly by 180.2 SPV Series - a Series of 180 Degree Capital Management, LLC ("180.2 SPV Series"). 180 Degree is the investment manager and managing member of 180.2 SPV Series. The reporting person is one of two directors of 180 Degree sharing voting and investment power over the shares held by 180 Degree and 180.2 SPV Series. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Represents 39,312 restricted stock units that were previously reported on Table 1 and were disposed of pursuant to terms of the Merger Agreement for consideration of $2.20 per restricted stock unit. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the merger, each outstanding in-the-money stock option, whether vested or unvested, was cancelled and converted into the right to receive $2.20 per stock option in cash less the exercise price of such stock option and applicable tax withholding. The stock options were originally granted in consideration of the reporting person's services to the Company and without payment consideration. Pursuant to an assignment and assumption agreement between the reporting person and 180 Degree, the reporting person has assigned all economic and beneficial interest in this option (and the underlying shares of common stock) to 180 Degree. /s/ Timothy J. Heasley, attorney-in-fact 2021-04-01