Sec Form 4 Filing - Crystal Venture II, Ltd. @ Synacor, Inc. - 2012-02-15

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 Crystal Venture II, Ltd. 2. Issuer Name and Ticker or Trading Symbol Synacor, Inc. [ SYNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1120 CHESTER AVENUE, SUITE 418 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2012 (Street) CLEVELAND, OH44114 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 21,948 ( 1 ) D Common Stock 1,632 ( 2 ) D Common Stock 02/15/2012 C 2,685,240 A 2,707,188 ( 1 ) D Common Stock 02/15/2012 C 199,374 A 201,006 ( 2 ) D Common Stock 02/15/2012 C 785,433 A 3,492,621 ( 1 ) D Common Stock 02/15/2012 C 58,317 A 259,323 ( 2 ) D Common Stock 02/15/2012 C 220,240 A 3,712,861 ( 1 ) D Common Stock 02/15/2012 C 16,353 A 275,676 ( 2 ) D Common Stock 02/15/2012 S 186,176 D $ 5 3,526,685 ( 1 ) D Common Stock 02/15/2012 S 13,823 D $ 5 261,853 ( 2 ) D Common Stock 02/15/2012 P 100,000 A $ 5 100,000 ( 4 ) 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. Date 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 Series A Convertible Preferred Stock ( 5 ) 02/15/2012 C 2,685,240 ( 5 ) ( 5 ) Common Stock 2,685,240 $ 0 0 D Series A Convertible Preferred Stock ( 5 ) 02/15/2012 C 199,374 ( 5 ) ( 5 ) Common Stock 199,374 $ 0 0 D Series B Convertible Preferred Stock ( 5 ) 02/15/2012 C 785,433 ( 5 ) ( 5 ) Common Stock 785,433 $ 0 0 D Series B Convertible Preferred Stock ( 5 ) 02/15/2012 C 58,317 ( 5 ) ( 5 ) Common Stock 58,317 $ 0 0 D Series C Convertible Preferred Stock ( 5 ) 02/15/2012 C 220,240 ( 5 ) ( 5 ) Common Stock 220,240 $ 0 0 D Series C Convertible Preferred Stock ( 5 ) 02/15/2012 C 16,353 ( 5 ) ( 5 ) Common Stock 16,353 $ 0 0 D Non-employee Director Stock Option (right to purchase) $ 3.32 ( 6 ) 08/15/2021 Common Stock 50,000 50,000 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Crystal Venture II, Ltd. 1120 CHESTER AVENUE SUITE 418 CLEVELAND, OH44114 X X Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P. 1120 CHESTER AVENUE SUITE 418 CLEVELAND, OH44114 X X Crystal Internet Venture Fund II (BVI), L.P. 1120 CHESTER AVENUE SUITE 418 CLEVELAND, OH44114 X X Tzeng Joseph 1120 CHESTER AVENUE SUITE 418 CLEVELAND, OH44114 X X Kellogg Daniel 1120 CHESTER AVENUE SUITE 418 CLEVELAND, OH44114 X Signatures /s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., by Shelley Rubino, as attorney-in-fact 02/17/2012 Signature of Reporting Person Date /s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., General Partner of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., by Shelley Rubino, as attorney-in-fact 02/17/2012 Signature of Reporting Person Date /s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., General Partner of Crystal Internet Venture Fund II (BVI), L.P., by Shelley Rubino, as attorney-in-fact 02/17/2012 Signature of Reporting Person Date /s/ Joseph Tzeng, by Shelley Rubino, as attorney-in-fact 02/17/2012 Signature of Reporting Person Date /s/ Daniel Kellogg, by Shelley Rubino, as attorney-in-fact 02/17/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held directly by Crystal Internet Venture Fund II (BVI), L.P. and indirectly by Crystal Venture II, Ltd., the general partner of Crystal Internet Venture Fund II (BVI), L.P., and Joseph Tzeng and Daniel Kellogg, the Class A members of Crystal Venture II, Ltd., who have all the voting rights of Crystal Venture II, Ltd. Each of Crystal Venture II, Ltd., Mr. Tzeng and Mr. Kellogg may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein. ( 2 )These securities are held directly by Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P. and indirectly by Crystal Venture II, Ltd., the general partner of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., and Joseph Tzeng and Daniel Kellogg, the Class A members of Crystal Venture II, Ltd., who have all the voting rights of Crystal Venture II, Ltd. Each of Crystal Venture II, Ltd., Mr. Tzeng and Mr. Kellogg may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein. ( 3 )The reported securities represent the shares of the issuer's common stock that were underlying shares of the issuer's preferred stock that converted into common stock on a 1.5:1 basis upon the closing of the issuer's initial public offering (the "Initial Public Offering"). ( 4 )The reported securities are owned directly by Mr. Tzeng. None of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., Crystal Internet Venture Fund II (BVI), L.P., Crystal Venture II, Ltd. or Mr. Kellogg has beneficial ownership of the reported securities. ( 5 )The number of shares of preferred stock reported in Column 5 converted into the issuer's common stock on a 1.5:1 basis upon the closing of the Initial Public Offering. ( 6 )The option vests in three equal annual installments following completion by Mr. Tzeng of each of three years of service to the issuer following September 1, 2011.

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).

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