Sec Form 4 Filing - Kau Andrew @ Synacor, Inc. - 2020-09-08

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 Kau Andrew 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) IS C/O WALDEN INTERNATIONAL, 361 LYTTON AVENUE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/08/2020 (Street) PALO ALTO, CA94301 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 14,152 ( 1 ) A $ 0 51,561 D Common Stock 09/08/2020 A 47,170 ( 2 ) A $ 0 98,731 D Common Stock 3,875,138 I See Footnote ( 3 )

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 Kau Andrew IS C/O WALDEN INTERNATIONAL 361 LYTTON AVENUE, 2ND FLOOR PALO ALTO, CA94301 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 )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. ( 3 )70,846 of the shares are directly owned by Pacven IV Associates Fund and 3,804,292 of the shares are directly owned by Pacven IV.

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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