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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Silver Private Holdings I, LLC, a Delaware limited liability company ("Silver Holdings"); (ii) Silver Private Investments, LLC, a Delaware limited liability company ("Silver Parent"); (iii) Siris Partners III, L.P., a Delaware limited partnership ("Siris Fund III"); (iv) Siris Partners III Parallel, L.P., a Delaware limited partnership ("Siris Fund III Parallel"); (v) Siris Partners GP III, L.P., a Delaware limited partnership ("Siris Fund III GP"); (vi) Siris GP HoldCo III, LLC, a Delaware limited liability company ("Siris Fund III GP HoldCo"); (vii) Siris Capital Group, LLC, a Delaware limited liability company ("Siris Capital Group"); and (viii) Siris Group GP, LLC, a Cayman Islands exempted limited liability company ("Siris Group GP").|
( 2 )Silver Holdings is controlled by its sole member, Silver Parent. Silver Parent is controlled by its members, Siris Fund III and Siris Fund III Parallel. Each of Siris Fund III and Siris Fund III Parallel is controlled by its general partner, Siris Fund III GP. Siris Fund III GP is controlled by its general partner, Siris Fund III GP HoldCo. Siris Capital Group serves as investment manager to Siris Fund III and Siris Fund III Parallel pursuant to investment management agreements with each of them.
( 3 )(Continued from Footnote 2) Siris Capital Group is controlled by its managing member, Siris Group GP. Each of Siris Fund III GP HoldCo and Siris Group GP is controlled by Frank Baker, Peter Berger and Jeffrey Hendren.
( 4 )The Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (such Act and rules, as amended, the "Exchange Act"), which group may be deemed to share the power to vote or direct the vote, or to dispose or direct the disposition, of the securities reported herein. However, neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is a member of a "group" for such purposes, for purposes of Section 16 of the Exchange Act or for any other purpose.
( 5 )(Continued from footnote 4) Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any other person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person's management and control. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. As permitted by Rule 16a-1(a)(4), the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons are beneficial owners of any of the securities covered by this statement.
( 6 )Pursuant to the Certificate of Designations of Series A Preferred Stock, dated as of February 15, 2018 (the "Certificate of Designations"), of Synchronoss Technologies, Inc. (the "Issuer"), the Issuer issued to Silver Holdings 9,078 shares of Series A Convertible Participating Perpetual Preferred Stock (the "Series A Preferred Stock") on January 1, 2021 as a payment-in-kind dividend for the period beginning on October 1, 2020 and ending on December 31, 2020 on the Series A Preferred Stock acquired by Silver Holdings pursuant to that certain Securities Purchase Agreement, dated as of October 17, 2017 (the "PIPE Purchase Agreement"), between the Issuer and Silver Holdings.
( 7 )Each share of Series A Preferred Stock may be converted on any date, from time to time, at the option of the holder thereof, and has no expiration date.
( 8 )The number of shares of Common Stock reported herein represents the number of shares of Common Stock that would be issuable upon conversion of the 9,078 shares of Series A Preferred Stock received by Silver Holdings as a payment-in-kind dividend, reported herein, without giving effect to the Conversion Cap (as defined in the Certificate of Designations). Pursuant to the Certificate of Designations, the Capped Holders (as defined in the Certificate of Designations) cannot convert any shares of Siris A Preferred Stock that would result in the Capped Holders beneficially owning shares of Common Stock in excess of the Conversion Cap, and the Reporting Persons would not be deemed to beneficially own any shares in excess of such amount.
( 9 )(Continued from footnote 8) Based on 44,105,881 shares of Common Stock represented by the Issuer to be outstanding as of November 5, 2020 in the Issuer's quarterly report on Form 10-Q filed on November 9, 2020, the Conversion Cap is 10,957,641 shares of Common Stock, and the Reporting Persons would not be deemed to beneficially own any shares in excess of such amount.
For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization by virtue of their right to appoint directors to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 5 of this Form 4.Effective as of December 31, 2020, pursuant to an internal restructuring, Siris Capital Group replaced Siris Capital Group III, L.P. as investment manager to Siris Fund III and Siris Fund III Parallel. Accordingly, Siris Capital Group III, L.P. has been omitted from this Form 4 and is no longer a Reporting Person.
|* 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).|