Sec Form 4 Filing - Rendino Kevin @ Synacor, Inc. - 2020-09-08

Insider filing report for Changes in Beneficial Ownership
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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
Rendino Kevin
2. Issuer Name and Ticker or Trading Symbol
Synacor, Inc. [ SYNC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O 180 DEGREE CAPITAL CORP., 7 N. WILLOW STREET, SUITE 4B
3. Date of Earliest Transaction (MM/DD/YY)
09/08/2020
(Street)
MONTCLAIR, NJ07042
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 09/08/2020 A 13,680 ( 1 ) A $ 0 2,986,040 I ( 2 ) See footnote. ( 3 )
Common Stock 09/08/2020 A 47,170 ( 4 ) A $ 0 3,033,210 I ( 2 ) See footnote. ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rendino Kevin
C/O 180 DEGREE CAPITAL CORP.
7 N. WILLOW STREET, SUITE 4B
MONTCLAIR, NJ07042
X
Signatures
/s/ Timothy J. Heasley, attorney-in-fact 09/09/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The time-based vesting requirement shall be satisfied with respect to the restricted stock units when the recipient completes three months of continuous service following the vesting commencement date of July 1, 2020.
( 2 )Pursuant to an assignment and assumption agreement between the Reporting Person and 180 Degree Capital Corp. ("180 Degree"), the Reporting Person has assigned all economic and beneficial interest in this stock grant to 180 Degree.
( 3 )1,744,640 of the shares are held directly by 180 Degree Capital Corp. ("180 Degree") and 1,241,400 of the shares are held directly by 180.2 SPV Series - a Series of 180 Degree Capital Management, LLC ("180.2 SPV Series"). 180 Degree is the investment manager and managing member of 180.2 SPV Series. The Reporting Person is one of two directors of 180 Degree sharing voting and investment power over the shares held by 180 Degree and 180.2 SPV Series. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 4 )The time-based vesting requirement of these restricted stock units (each restricted stock unit representing a contingent right to receive one share of Issuer common stock) shall be satisfied in six equal semi-annual installments beginning September 8, 2020, subject to the Reporting Person's continuous service through each such vesting date. Restricted stock units for which the time-based vesting requirement has been satisfied will be settled on the first Permissible Trading Day (as defined in the Reporting Person's restricted stock unit agreement) that occurs on or after the day when such restricted stock units vest.
( 5 )1,791,810 of the shares are held directly by 180 Degree and 1,241,400 of the shares are held directly by 180.2 SPV Series. 180 Degree is the investment manager and managing member of 180.2 SPV Series. The Reporting Person is one of two directors of 180 Degree sharing voting and investment power over the shares held by 180 Degree and 180.2 SPV Series. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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