Sec Form 13D Filing - 180 DEGREE CAPITAL CORP. (TURN) filing for Synacor Inc. (SYNC) - 2021-04-05

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 4)1

Synacor, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

871561106
(CUSIP Number)

DANIEL B. WOLFE
180 DEGREE CAPITAL CORP.
7 N. Willow Street, Suite 4B
Montclair, NJ 07042
Telephone: 973-746-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2021
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP No. 871561106
1NAME OF REPORTING PERSONS:

180 Degree Capital Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨

3SEC USE ONLY
4SOURCE OF FUNDS

WC, OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨


6CITIZENSHIP OR PLACE OF ORGANIZATION

New York
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7SOLE VOTING POWER

0
8SHARED VOTING POWER

0
9SOLE DISPOSITIVE POWER

0
10SHARED DISPOSITIVE POWER

0
11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0
14TYPE OF REPORTING PERSON

IV



CUSIP No. 871561106

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
Item 4. Purpose of the Transaction

Item 4 is amended to include the following:

Pursuant to the Tender and Support Agreement, the Reporting Person tendered the shares of Common Stock of the Issuer for $2.20 in cash (the "Tender Consideration"), and the Offer was completed on March 31, 2021. Additionally, all unvested restricted stock and stock options were vested at closing and paid out by the Issuer for $2.20 in cash and the difference between $2.20 and respective strike prices of such in-the-money options.

Item 5. Interest in the Securities of the Issuer

Items 5(a), (b), (c) and (e) are hereby amended and restated as follows:

(a)(b) With the completion of the Merger as defined and described in Item 4, the Reporting Person does not beneficially own, have the power to vote or direct the vote of, or have the power to dispose or direct the disposition of any shares of Common Stock of the Issuer.

(c) Reference is made to the Tender Consideration defined and described in Item 4.

(e) March 31, 2021





SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 5, 2021

180 DEGREE CAPITAL CORP.


By: /s/ Daniel B. Wolfe    
Name: Daniel B. Wolfe
Title: President




SCHEDULE A
Directors and Executive Officers of 180 Degree Capital Corp.
NamePosition and Present Principal OccupationPrincipal Business AddressCitizenship
Kevin M. RendinoChairman of the Board of Directors and Chief Executive Officer7 N. Willow Street, Suite 4B, Montclair, NJ 07042USA
Daniel B. WolfeDirector, President, Chief Financial Officer and
Chief Compliance Officer
7 N. Willow Street, Suite 4B, Montclair, NJ 07042USA
Alicia M. GiftSenior Controller and Secretary7 N. Willow Street, Suite 4B, Montclair, NJ 07042USA
Robert E. Bigelow, IIIVice President of Fund Development7 N. Willow Street, Suite 4B, Montclair, NJ 07042USA
Stacy R. BrandomIndependent Directorc/o 180 Degree Capital Corp.
7 N. Willow Street, Suite 4B, Montclair, NJ 07042
USA
Tonia L. PankopfIndependent Directorc/o 180 Degree Capital Corp.
7 N. Willow Street, Suite 4B, Montclair, NJ 07042
USA
Richard P. ShanleyIndependent Directorc/o 180 Degree Capital Corp.
7 N. Willow Street, Suite 4B, Montclair, NJ 07042
USA
Parker A. WeilIndependent Directorc/o 180 Degree Capital Corp.
7 N. Willow Street, Suite 4B, Montclair, NJ 07042
USA