UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Synacor, Inc.
(Name of Issuer)

 

Common Stock, $0.01 par value
(Title of Class of Securities)

 

871561106
(CUSIP Number)

 

James E. Dawson, Esq., Nutter, McClennen & Fish LLP
155 Seaport Blvd, Boston, MA 02210
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

 

June 30, 2014
(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

CUSIP No. 871561106   SCHEDULE 13D/A Page 2 of 7 Pages

 

 

(1) Names of reporting persons

 JEC II Associates, LLC

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) X
(b)

(3) SEC use only
(4) Source of funds (see instructions) WC/OO/BK
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

(6) Citizenship or place of organization

 Delaware

 

 

 

Number of shares
beneficially owned
by each reporting
person with:

(7) Sole voting power:

0

(8) Shared voting power:

1,353,200

(9) Sole dispositive power:

0

(10) Shared dispositive power:

1,353,200

(11) Aggregate amount beneficially owned by each reporting person:

1,353,200

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

CO

 

 
 

 

CUSIP No. 871561106   SCHEDULE 13D/A Page 3 of 7 Pages

 

 

(1) Names of reporting persons

 JEC Capital Partners, LLC

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) X
(b)

(3) SEC use only
(4) Source of funds (see instructions) WC/OO/BK
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

(6) Citizenship or place of organization

 Delaware

 

 

 

Number of shares
beneficially owned
by each reporting
person with:

(7) Sole voting power:

0

(8) Shared voting power:

1,353,200

(9) Sole dispositive power:

0

(10) Shared dispositive power:

1,353,200

(11) Aggregate amount beneficially owned by each reporting person:

1,353,200

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

CO/HC

 

 
 

 

CUSIP No. 871561106   SCHEDULE 13D/A Page 4 of 7 Pages

 

 

(1) Names of reporting persons

K. Peter Heiland

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) X
(b)

(3) SEC use only
(4) Source of funds (see instructions) WC/OO/BK
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

(6) Citizenship or place of organization

 Germany

 

 

 

Number of shares
beneficially owned
by each reporting
person with:

(7) Sole voting power:

0

(8) Shared voting power:

1,353,200

(9) Sole dispositive power:

0

(10) Shared dispositive power:

1,353,200

(11) Aggregate amount beneficially owned by each reporting person:

1,353,200

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

IN/HC

 

 
 

 

CUSIP No. 871561106   SCHEDULE 13D/A Page 5 of 7 Pages

 

 

(1) Names of reporting persons

 Ratio Capital Management B.V.

 

(2) Check the appropriate box if a member of a group (see instructions)

(a) X
(b)

(3) SEC use only
(4) Source of funds (see instructions) WC/OO
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

(6) Citizenship or place of organization

 Netherlands

 

 

 

Number of shares
beneficially owned
by each reporting
person with:

(7) Sole voting power:

1,345,300

(8) Shared voting power:

0

(9) Sole dispositive power:

1,345,300

(10) Shared dispositive power:

0

(11) Aggregate amount beneficially owned by each reporting person:

1,345,300

(12) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(13) Percent of class represented by amount in Row 9:

4.9%

(14) Type of reporting person (see instructions):

CO

 

 
 

 

CUSIP No. 871561106   SCHEDULE 13D/A Page 6 of 7 Pages

 

This Amendment No. 2 amends and supplements, as set forth below, the information contained in Items 4 and 7 of the Schedule 13D that was originally filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2014, and amended by Amendment No. 1 filed with the SEC on June 26, 2014 (together, the “Schedule 13D”). Except as amended by this Amendment No. 2, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 2. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 13D.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

On June 30, 2014, the Reporting Persons issued an open letter to the Board of Directors of the Issuer demanding that the Issuer halt its CEO search and pursue a sale process.

 

A copy of the letter is filed as Exhibit 1 hereto and is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1 Letter to the Board of Directors dated June 30, 2014.

 

 
 

 

CUSIP No. 871561106   SCHEDULE 13D/A Page 7 of 7 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct

Dated: June 30, 2014

 

  JEC II Associates, LLC
   
  By: /s/ K. Peter Heiland*
  Name: K. Peter Heiland
  Title: Manager
   
  JEC Capital Partners LLC
   
  By: /s/ K. Peter Heiland*
  Name: K. Peter Heiland
  Title: Managing Partner
   
  /s/ K. Peter Heiland*
  K. Peter Heiland
   
  Ratio Capital Management b.v.
   
  By: /s/ Bart Kool*
  Name: Bart Kool
  Title: Director
   
  *By: /s/ James E. Dawson
  James E. Dawson, as attorney-in-fact

 

 

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