Amended Statement of Beneficial Ownership (sc 13d/a)
June 23 2017 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SYNCHRONOSS
TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87157B103
(CUSIP Number)
Steven Spencer
Siris Capital Group, LLC
601 Lexington Avenue, 59th Floor
New York, NY 10022
(212)-231-0095
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 22, 2017
(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 that 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
Rule 13d-7
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment contain 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 (Act) 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).
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1
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Names of
reporting persons:
Silver Private Holdings I, LLC
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2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions):
AF
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
Not Applicable
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6
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|
Citizenship or place of
organization:
Delaware
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|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power:
0
|
|
8
|
|
Shared voting power:
5,994,667
|
|
9
|
|
Sole dispositive power:
0
|
|
10
|
|
Shared dispositive power:
5,994,667
|
|
|
|
|
|
|
|
11
|
|
Aggregate amount beneficially owned by each reporting person:
5,994,667
|
12
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11):
12.93%*
|
14
|
|
Type of reporting person:
OO
|
*
|
The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange
Commission on April 6, 2017.
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1
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Names of
reporting persons:
Silver Private Investments, LLC
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2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
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SEC use only
|
4
|
|
Source of funds (see
instructions):
AF
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
Not Applicable
|
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:
5,994,667
|
|
9
|
|
Sole dispositive power:
0
|
|
10
|
|
Shared dispositive power:
5,994,667
|
|
|
|
|
|
|
|
11
|
|
Aggregate amount beneficially owned by each reporting person:
5,994,667
|
12
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11):
12.93%*
|
14
|
|
Type of reporting person:
OO
|
*
|
The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange
Commission on April 6, 2017.
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|
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1
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Names of
reporting persons:
Siris Partners III, L.P.
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2
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|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3
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SEC use only
|
4
|
|
Source of funds (see
instructions):
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
Not Applicable
|
6
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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:
5,994,667
|
|
9
|
|
Sole dispositive power:
0
|
|
10
|
|
Shared dispositive power:
5,994,667
|
|
|
|
|
|
|
|
11
|
|
Aggregate amount beneficially owned by each reporting person:
5,994,667
|
12
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11):
12.93%*
|
14
|
|
Type of reporting person:
PN
|
*
|
The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange
Commission on April 6, 2017.
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|
|
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1
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Names of
reporting persons:
Siris Partners III Parallel, L.P.
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2
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|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions):
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
Not Applicable
|
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:
5,994,667
|
|
9
|
|
Sole dispositive power:
0
|
|
10
|
|
Shared dispositive power:
5,994,667
|
|
|
|
|
|
|
|
11
|
|
Aggregate amount beneficially owned by each reporting person:
5,994,667
|
12
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11):
12.93%*
|
14
|
|
Type of reporting person:
PN
|
*
|
The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange
Commission on April 6, 2017.
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1
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Names of
reporting persons:
Siris Partners GP III, L.P.
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2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions):
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
Not Applicable
|
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:
5,994,667
|
|
9
|
|
Sole dispositive power:
0
|
|
10
|
|
Shared dispositive power:
5,994,667
|
|
|
|
|
|
|
|
11
|
|
Aggregate amount beneficially owned by each reporting person:
5,994,667
|
12
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11):
12.93%*
|
14
|
|
Type of reporting person:
PN
|
*
|
The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange
Commission on April 6, 2017.
|
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|
|
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1
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Names of
reporting persons:
Siris GP HoldCo III, LLC
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions):
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
Not Applicable
|
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:
5,994,667
|
|
9
|
|
Sole dispositive power:
0
|
|
10
|
|
Shared dispositive power:
5,994,667
|
|
|
|
|
|
|
|
11
|
|
Aggregate amount beneficially owned by each reporting person:
5,994,667
|
12
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11):
12.93%*
|
14
|
|
Type of reporting person:
OO
|
*
|
The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange
Commission on April 6, 2017.
|
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|
|
|
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|
1
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|
Names of
reporting persons:
Siris Capital Group III, L.P.
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions):
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
Not Applicable
|
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:
5,994,667
|
|
9
|
|
Sole dispositive power:
0
|
|
10
|
|
Shared dispositive power:
5,994,667
|
|
|
|
|
|
|
|
11
|
|
Aggregate amount beneficially owned by each reporting person:
5,994,667
|
12
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11):
12.93%*
|
14
|
|
Type of reporting person:
PN, IA
|
*
|
The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange
Commission on April 6, 2017.
|
|
|
|
|
|
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1
|
|
Names of
reporting persons:
Siris Capital Group, LLC
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions):
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
Not Applicable
|
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:
5,994,667
|
|
9
|
|
Sole dispositive power:
0
|
|
10
|
|
Shared dispositive power:
5,994,667
|
|
|
|
|
|
|
|
11
|
|
Aggregate amount beneficially owned by each reporting person:
5,994,667
|
12
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11):
12.93%*
|
14
|
|
Type of reporting person:
OO, IA
|
*
|
The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange
Commission on April 6, 2017.
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons:
Siris Advisor HoldCo III, LLC
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions):
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
Not Applicable
|
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:
5,994,667
|
|
9
|
|
Sole dispositive power:
0
|
|
10
|
|
Shared dispositive power:
5,994,667
|
|
|
|
|
|
|
|
11
|
|
Aggregate amount beneficially owned by each reporting person:
5,994,667
|
12
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11):
12.93%*
|
14
|
|
Type of reporting person:
OO
|
*
|
The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange
Commission on April 6, 2017.
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons:
Siris Advisor HoldCo, LLC
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions):
OO
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
Not Applicable
|
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:
5,994,667
|
|
9
|
|
Sole dispositive power:
0
|
|
10
|
|
Shared dispositive power:
5,994,667
|
|
|
|
|
|
|
|
11
|
|
Aggregate amount beneficially owned by each reporting person:
5,994,667
|
12
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11):
12.93%*
|
14
|
|
Type of reporting person:
OO
|
*
|
The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Companys proxy statement, filed with the Securities and Exchange
Commission on April 6, 2017.
|
This Amendment No. 2 to Schedule 13D (this
Amendment
No.
2
) amends and supplements the statement on Schedule 13D jointly filed by (i) Silver Private Holdings I, LLC, a Delaware limited liability company (
Silver Holdings
), (ii) Silver Private
Investments, LLC, a Delaware limited liability company (
Silver Parent
), (iii) Siris Partners III, L.P., a Delaware limited partnership (
Siris Fund III
), (iv) Siris Partners III Parallel, L.P., a Delaware limited
partnership (
Siris Fund III Parallel
), (v) Siris Partners GP III, L.P., a Delaware limited partnership (
Siris Fund III GP
), (vi) Siris GP HoldCo III, LLC, a Delaware limited liability company (
Siris
Fund III GP HoldCo
), (vii) Siris Capital Group III, L.P., a Delaware limited partnership (
Siris Fund III Advisor
), (viii) Siris Capital Group, LLC, a Delaware limited liability company (
Siris Capital
Group
), (ix) Siris Advisor HoldCo III, LLC, a Delaware limited liability company (
Siris Fund III Advisor HoldCo
); and (x) Siris Advisor HoldCo, LLC, a Delaware limited liability company (
Siris Advisor
HoldCo
) (collectively, the
Reporting Persons
) with the Securities and Exchange Commission (the
Commission
) on May 5, 2017 (as previously amended and as may be amended from time to time, this
Schedule 13D
), relating to the common stock, $0.0001 par value per share (the
Common Stock
), of Synchronoss Technologies, Inc. (the
Company
). Initially capitalized terms used in this Amendment
No. 2 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D.
Item 4.
|
Purpose of Transaction
|
Item 4 is hereby amended by the addition of the following
immediately prior to the penultimate paragraph thereof:
On June 22, 2017, Siris Capital Group delivered a letter to the Company
indicating that the Reporting Persons believe they could be in a position to acquire the Company in an
all-cash
acquisition at $18.00 per share of Common Stock, subject to completion of customary due
diligence, including a review of outstanding shareholder litigation and the Companys financial statements, as well as the negotiation and execution of a transaction agreement acceptable to the Company and the Reporting Persons (the
June
22 Letter
). The foregoing description of the June 22 Letter in this Item 4 is qualified in its entirety by reference to the complete text of the June 22 Letter, a copy of which has been filed
as Exhibit 99.3 and which is incorporated herein by reference.
Item 7.
|
Material to be Filed as Exhibits
|
Item 7 of the Schedule 13D is hereby supplemented
as follows:
|
|
|
99.3
|
|
Letter from Siris Capital Group to the Board of Directors of Synchronoss Technologies, Inc., dated June 22, 2017.
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 22, 2017
|
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|
|
SILVER PRIVATE HOLDINGS I, LLC
|
By:
|
|
Silver Private Investments, LLC, its sole member
|
|
|
By:
|
|
/s/ Peter Berger
|
|
|
Name:
|
|
Peter Berger
|
|
|
Title:
|
|
Authorized Signatory
|
|
SILVER PRIVATE INVESTMENTS, LLC
|
|
|
By:
|
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/s/ Peter Berger
|
|
|
Name:
|
|
Peter Berger
|
|
|
Title:
|
|
Authorized Signatory
|
|
SIRIS PARTNERS III, L.P.
|
SIRIS PARTNERS III PARALLEL, L.P.
|
By:
|
|
Siris Partners GP III, L.P., its general partner
|
By:
|
|
Siris GP HoldCo III, LLC, its general partner
|
|
|
By:
|
|
/s/ Peter Berger
|
|
|
Name:
|
|
Peter Berger
|
|
|
Title:
|
|
Managing Member
|
|
SIRIS PARTNERS GP III, L.P.
|
By:
|
|
Siris GP HoldCo III, LLC, its general partner
|
|
|
By:
|
|
/s/ Peter Berger
|
|
|
Name:
|
|
Peter Berger
|
|
|
Title:
|
|
Managing Member
|
|
SIRIS GP HOLDCO III, LLC
|
|
|
By:
|
|
/s/ Peter Berger
|
|
|
Name:
|
|
Peter Berger
|
|
|
Title:
|
|
Managing Member
|
|
|
|
|
|
SIRIS CAPITAL GROUP III, L.P.
|
By:
|
|
Siris Advisor HoldCo III, LLC, its general partner
|
|
|
By:
|
|
/s/ Peter Berger
|
|
|
Name:
|
|
Peter Berger
|
|
|
Title:
|
|
Managing Member
|
|
SIRIS CAPITAL GROUP, LLC
|
By:
|
|
Siris Advisor HoldCo, LLC, its managing member
|
|
|
By:
|
|
/s/ Peter Berger
|
|
|
Name:
|
|
Peter Berger
|
|
|
Title:
|
|
Managing Member
|
|
SIRIS ADVISOR HOLDCO III, LLC
|
|
|
By:
|
|
/s/ Peter Berger
|
|
|
Name:
|
|
Peter Berger
|
|
|
Title:
|
|
Managing Member
|
|
SIRIS ADVISOR HOLDCO, LLC
|
|
|
By:
|
|
/s/ Peter Berger
|
|
|
Name:
|
|
Peter Berger
|
|
|
Title:
|
|
Managing Member
|