Sec Form 4 Filing - Chamoun George @ 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 Chamoun George 2. Issuer Name and Ticker or Trading Symbol Synacor, Inc. [ SYNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) C/O SYNACOR, INC., 40 LA RIVIERE DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2012 (Street) SAN FRANCISCO, CA14202 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 08/31/2011 M 150,000 A $ 0.04 194,388 D Common Stock 09/22/2011 M 137,163 A $ 0.04 331,551 D Common Stock 12/14/2011 G 3,512.5 D $ 0 328,038.5 D Common Stock 12/14/2011 G 3,512.5 D $ 0 324,526 D Common Stock 12/14/2011 G 3,512.5 D $ 0 321,013.5 D Common Stock 12/14/2011 G 3,512.5 D $ 0 317,501 D Common Stock 02/15/2012 S 30,000 D $ 0.05 287,501 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 Employee Stock Option (right to purchase) $ 3.32 08/16/2011 A 100,000 ( 1 ) 08/15/2021 Common Stock 100,000 $ 0 100,000 D Employee Stock Option (right to purchase) $ 0.04 08/31/2011 M 150,000 ( 2 ) 03/12/2013 Common Stock 150,000 $ 0 137,163 D Employee Stock Option (right to purchase) $ 0.04 09/22/2011 M 137,163 ( 2 ) 03/12/2013 Common Stock 137,163 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chamoun George C/O SYNACOR, INC. 40 LA RIVIERE DRIVE, SUITE 300 SAN FRANCISCO, CA14202 Executive Vice President Signatures /s/ William J. Stuart, POA 02/16/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option was exercisable for 30,120 shares immediately upon the date of grant and became exercisable for an additional 30,120 shares on December 31, 2011. The option will become exercisable for an additional 30,120 shares on December 31, 2012 and for the remaining 9,640 shares on December 31, 2013, subject to the Reporting Person's continuous service through such dates. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option vest upon completion of 12 months of continuous service after September 1, 2011 and the remainder vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment through such dates. ( 2 )The option became exercisable on September 13, 2003, the six-month anniversary of the date of grant. Shares purchased upon exercise of the option were subject to repurchase by the Issuer until vested. The shares subject to the option vested in 48 equal monthly installments starting on December 18, 2002, subject to the Reporting Person's continuous employment through such dates.

Remarks: Date of Earliest Transaction: The transaction giving rise to this Form 4 filing occurred on February 15, 2012. In accordance with Rule 16a-2, transactions which took place within 6 months prior to that date are also reported on this form.

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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