Sec Form 4 Filing - INTEL CORP @ 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 INTEL CORP 2. Issuer Name and Ticker or Trading Symbol Synacor, Inc. [ SYNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2200 MISSION COLLEGE BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2012 (Street) SANTA CLARA, CA95054-1549 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 02/15/2012 C 641,025 A 641,025 I See footnote ( 2 ) Common Stock 02/15/2012 C 641,025 A 1,282,050 I See footnote ( 2 ) Common Stock 02/15/2012 C 506,250 A 1,788,300 I See footnote ( 2 ) Common Stock 02/15/2012 C 298,857 A 2,087,157 I See footnote ( 2 ) Common Stock 02/15/2012 S 104,000 D $ 5 1,983,157 I See footnote ( 2 )

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 Preferred Stock ( 1 ) 02/15/2012 C 641,025 03/14/2003 ( 1 ) Common Stock 641,025 ( 1 ) 0 I See footnote ( 2 ) Series A Preferred Stock ( 1 ) 02/15/2012 C 641,025 10/08/2003 ( 1 ) Common Stock 641,025 ( 1 ) 0 I See footnote ( 2 ) Series B Preferred Stock ( 3 ) 02/15/2012 C 506,250 10/01/2004 ( 3 ) Common Stock 506,250 ( 1 ) 0 I See footnote ( 2 ) Series C Preferred Stock ( 4 ) 02/15/2012 C 298,857 10/19/2006 ( 4 ) Common Stock 298,857 ( 1 ) 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other INTEL CORP 2200 MISSION COLLEGE BLVD. SANTA CLARA, CA95054-1549 X INTEL CAPITAL (CAYMAN) CORP 2200 MISSION COLLEGE BLVD SANTA CLARA, CA95054 X Signatures /s/ Cary Klafter, Corporate Secretary 02/17/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Stock converted into shares of common stock of the Issuer on a 1.5 for 1 basis and had no expiration date. ( 2 )Owned directly by Intel Capital (Cayman) Corporation, a wholly-owned subsidiary of the Reporting Person. ( 3 )The Series B Preferred Stock converted into shares of common stock of the Issuer on a 1.5 for 1 basis and had no expiration date. ( 4 )The Series C Preferred Stock converted into shares of common stock of the Issuer on a 1.5 for 1 basis and had no expiration date.

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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