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