SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

MILLER LLOYD I III

(Last)

(First)

(Middle)

4550 GORDON DRIVE

(Street)

NAPLES

34102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYNERGY BRANDS INC [ SYBR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2006

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 Following Reported Transaction(s) (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)	Code	V	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	03/07/2006		J		10,000	A	⁽¹⁾	253,698⁽²⁾	D
Common Stock	03/07/2006		J		10,000	A	⁽¹⁾	436,000⁽³⁾	I	By Milfam I L.P.
Common Stock	03/07/2006		J		5,000	A	⁽¹⁾	20,000⁽³⁾	I	By Lloyd I. Miller, III, Trust A-2
Common Stock	03/07/2006		J		5,000	A	⁽¹⁾	20,000⁽³⁾	I	By Lloyd I. Miller, III, Trust A-3
Common Stock								404,272⁽³⁾	I	By Lloyd I. Miller, III, Trust A-4
Common Stock								15,952⁽³⁾	I	By Lloyd I. Miller, III, Trust C
Common Stock								45,900⁽³⁾	I	Milfam II LP

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)	Code	V	(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)
Common Stock Warrants (right to buy)	$5							09/24/2001	09/24/2006	Common Stock	5,000		5,000	D
Common Stock Warrants (right to buy)	$5							09/24/2001	09/24/2006	Common Stock	15,000		15,000	I	By Milfam I LP
Common Stock Warrants (right to buy)	$5							12/30/2002	09/30/2012	Common Stock	31,250		31,250	I	By Lloyd I. Miller, III, Trust A-4

Explanation of Responses:

1. Each of the reporting person, Milfam I LP, Trust A-2 and Trust A-3 (collectively, the "Investors") is party to a Subscription Agreement dated as of March 31, 2003 with the Issuer (the "Agreements") pursuant to which the Investors subscribed to shares of Series A Class B Preferred Stock and Common Stock of the Issuer (as reported in that certain Form 4 filed by the reporting person on April 2, 2003). The Agreements were filed as Exhibits 99.6 - 99.9 to Amendment No. 4 to the Schedule 13D filed by the reporting person on April 2, 2003. The shares reported herein were issued to the Investors pursuant to Section 15 of the Agreements. No additional consideration for the reported shares was paid by the Investors.

2. Due to a clerical error, the reporting person stated on the Form 4 filed on January 23, 2006 that the reporting person received 4,167 shares on January 19, 2006 as compensation for director fees, when in fact the correct number of shares received was 4,166.

3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this filing.

Remarks:

	/s/ Paul N. Silverstein Attorney-in-fact	03/09/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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