Sec Form 4 Filing - Waldis Stephen G @ SYNCHRONOSS TECHNOLOGIES INC - 2015-02-17

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Waldis Stephen G 2. Issuer Name and Ticker or Trading Symbol SYNCHRONOSS TECHNOLOGIES INC [ SNCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) 200 CROSSING BOULEVARD, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2015 (Street) BRIDGEWATER, NJ08807 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 02/17/2015 A 25,901 ( 1 ) A $ 0 637,110 D Common Stock 02/17/2015 S 20,825 ( 2 ) D $ 42.68 616,285 D 2015-2017 Performance Shares 02/17/2015 A 25,901 ( 3 ) A $ 0 25,901 D 2015-2016 Performance Shares 02/17/2015 A 25,901 ( 4 ) A $ 0 25,901 D 2015-2017A Performance Shares 02/17/2015 A 12,951 ( 5 ) A $ 0 12,951 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Da te Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 43.54 02/17/2015 A 70,546 02/17/2016( 6 ) 02/17/2022 Common Stock 70,546 $ 0 70,546 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Waldis Stephen G 200 CROSSING BOULEVARD SUITE 800 BRIDGEWATER, NJ08807 X CEO and Chairman Signatures /s/ Stephen Waldis 02/19/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of restricted stock granted pursuant to the Company's 2006 Equity Incentive Plan. One-third of the shares shall vest on each anniversary of the grant date ( 2 )All of the sales reported on this Form were effected pursuant to an approved Rule 10b5-1 trading plan. Represents sale to cover vesting of shares of Restricted Stock. ( 3 )Represents target number of performance shares. The actual number of shares to be issued, which could range from 0 to two times the initial target amount, will depend upon the issuer's revenue, EBITDA and cloud revenue growth during fiscal years 2015, 2016 and 2017. The shares, if any, will be issued in February 2018. ( 4 )Represents target number of performance shares. The actual number of shares to be issued, which could range from 0 to two times the initial target amount, will depend upon the issuer's revenue, EBITDA and cloud revenue growth during fiscal years 2015 and 2016. The shares, if any, will be issued in February 2016 with respect to 2015 financial targets and February 2017 with respect to the 2015-2016 financial targets. ( 5 )Represents target number of performance shares. The actual number of shares to be issued, which could range from 0 to one times the initial target amount based on agreed upon objectives of the Company. The shares, if any, will be issued in February 2018. ( 6 )The option shall become exercisable with respect to the first 25 percent of the shares subject to the option when the Reporting Person completes 12 months of continuous service after February 17, 2015. The option shall become exercisable with respect to an additional 1/48th of the shares subject to the option when the Reporting Person completed each month of continuous service thereafter.

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