Sec Form 4 Filing - Kau Andrew @ Synacor, Inc. - 2021-03-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 03/31/2021 (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 03/31/2021 U( 1 ) 69,275 D $ 2.2 39,312 D Common Stock 04/01/2021 D( 2 ) 39,312 D $ 2.2 0 D Common Stock 03/31/2021 U( 1 ) 3,875,138 D $ 2.2 0 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 Director stock option (right to purchase) $ 3.32 04/01/2021 D 50,000 ( 4 ) ( 4 ) Common Stock 50,000 $ 0 ( 5 ) 0 D Director stock option (right to purchase) $ 11.14 04/01/2021 D 5,000 ( 4 ) ( 4 ) Common Stock 5,000 $ 0 ( 5 ) 0 D Director stock option (right to purchase) $ 3.68 04/01/2021 D 15,000 ( 4 ) ( 4 ) Common Stock 15,000 $ 0 ( 5 ) 0 D Director stock option (right to purchase) $ 2.26 04/01/2021 D 15,000 ( 4 ) ( 4 ) Common Stock 15,000 $ 0 ( 5 ) 0 D Director stock option (right to purchase) $ 2.44 04/01/2021 D 30,000 ( 4 ) ( 4 ) Common Stock 30,000 $ 0 ( 5 ) 0 D Director stock option (right to purchase) $ 2.96 04/01/2021 D 15,000 ( 4 ) ( 4 ) Common Stock 15,000 $ 0 ( 5 ) 0 D Director stock option (right to purchase) $ 3.5 04/01/2021 D 15,000 ( 4 ) ( 4 ) Common Stock 15,000 $ 0 ( 5 ) 0 D Director stock option (right to purchase) $ 1.95 04/01/2021 D 30,000 ( 6 ) ( 6 ) Common Stock 30,000 $ 0 ( 5 ) 0 D Director stock option (right to purchase) $ 1.64 04/01/2021 D 15,000 ( 6 ) ( 6 ) Common Stock 15,000 $ 0 ( 5 ) 0 D

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 04/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock of Synacor, Inc. (the "Company") that were tendered in the tender offer to SY Merger Sub Corporation for $2.20 per share in cash, less applicable tax witholding, pursuant to the previously announced Agreement and Plan of Merger, dated February 10, 2021, by and among the Company, CLP SY Holding, LLC, and SY Merger Sub Corporation (the "Merger Agreement"). ( 2 )Represents 39,312 restricted stock units that were previously reported on Table 1 and were disposed of pursuant to terms of the Merger Agreement for consideration of $2.20 per restricted stock unit. ( 3 )70,846 of the shares were directly owned by Pacven IV Associates Fund and 3,804,292 of the shares were directly owned by Pacven IV. ( 4 )Pursuant to terms of the Merger Agreement, each of these out-of-the-money stock options, whether vested or unvested, were forfeited and cancelled without any consideration. ( 5 )The stock options were originally granted in consideration of the reporting person's services to the Company and without payment consideration. ( 6 )Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the merger, each outstanding in-the-money stock option, whether vested or unvested, was cancelled and converted into the right to receive $2.20 per stock option in cash less the exercise price of such stock option and applicable tax withholding.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.