(Amendment No. 1)1
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
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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NAME OF REPORTING PERSON
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BLR Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,213,447
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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1,213,447
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8
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SHARED DISPOSITIVE POWER
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- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,213,447
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.1%
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12
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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BLRPart, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,213,447
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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1,213,447
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8
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SHARED DISPOSITIVE POWER
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- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,213,447
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.1%
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12
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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BLRGP Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,213,447
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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1,213,447
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8
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SHARED DISPOSITIVE POWER
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- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,213,447
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.1%
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12
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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Fondren Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,213,447
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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1,213,447
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8
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SHARED DISPOSITIVE POWER
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- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,213,447
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|
10
|
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.1%
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12
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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FMLP Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,213,447
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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1,213,447
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8
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SHARED DISPOSITIVE POWER
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- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,213,447
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|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.1%
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12
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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The Radoff Family Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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TEXAS
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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30,519
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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30,519
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8
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SHARED DISPOSITIVE POWER
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- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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30,519
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%
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12
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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Bradley L. Radoff
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,708,447
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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|
|
|
REPORTING
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- 0 -
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PERSON WITH
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7
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|
SOLE DISPOSITIVE POWER
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1,708,447
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8
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SHARED DISPOSITIVE POWER
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- 0 -
|
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,708,447
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|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
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|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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|
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4.3%
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12
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TYPE OF REPORTING PERSON
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IN
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Item 1(a).
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Name of Issuer:
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Synacor, Inc., a Delaware corporation (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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40 La Riviere Drive, Suite 300
Buffalo, NY 14202
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Item 2(a).
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Name of Person Filing:
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This statement is filed by BLR Partners LP, a Texas limited
partnership (“BLR Partners”), BLRPart, LP, a Texas limited partnership (“BLRPart GP”), BLRGP Inc., a Texas
S corporation (“BLRGP”), Fondren Management, LP, a Texas limited partnership (“Fondren Management”), FMLP
Inc., a Texas S corporation (“FMLP”), The Radoff Family Foundation, a Texas non-profit corporation (“Radoff Foundation”),
and Bradley L. Radoff. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting
Persons.”
BLRPart GP serves as the general partner of BLR Partners.
BLRGP serves as the general partner of BLRPart GP. Fondren Management serves as the investment manager of BLR Partners. FMLP serves
as the general partner of Fondren Management. Mr. Radoff serves as the sole shareholder and sole director of each of BLRGP and
FMLP. By virtue of these relationships, BLRPart GP, BLRGP, Fondren Management, FMLP and Mr. Radoff may be deemed to beneficially
own the Shares (as defined below) owned directly by BLR Partners. In addition, Mr. Radoff serves as a director of Radoff Foundation
and may be deemed to beneficially own the Shares owned directly by Radoff Foundation.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal office of each of the Reporting
Persons is 2727 Kirby Drive, Unit 29L, Houston, Texas 77098.
BLR Partners, BLRPart GP, BLRGP, Fondren Management, FMLP
and Radoff Foundation are organized under the laws of the State of Texas. Mr. Radoff is a citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.01 par value per share (the “Shares”).
871561106
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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/x/
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Not applicable.
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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/ /
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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(a)
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Amount beneficially owned:
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As of the close of business on December 31, 2020:
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(i)
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BLR Partners directly owned 1,213,447 Shares. Each of BLRPart GP, as the general partner of BLR Partners, BLRGP, as the general
partner of BLRPart GP, Fondren Management, as the investment manager of BLR Partners, and FMLP, as the general partner of Fondren
Management, may be deemed the beneficial owner of the 1,213,447 Shares owned by BLR Partners.
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(ii)
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Radoff Foundation directly owned 30,519 Shares.
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(iii)
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Mr. Radoff directly owned 464,481 Shares. Mr. Radoff, (a) as the sole shareholder and sole director
of each of BLRGP and FMLP, may be deemed the beneficial owner of the 1,213,447 Shares owned by BLR Partners, and (b) as a director
of Radoff Foundation, may be deemed the beneficial owner of the 30,519 Shares owned by Radoff Foundation, which, together with
the 464,481 Shares he directly owns, constitutes an aggregate of 1,708,447 Shares beneficially owned by Mr. Radoff.
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The filing of this Schedule 13G shall not be construed as
an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended,
the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership
of the Shares reported herein that are not directly owned by such Reporting Person.
The following percentages are based on 39,644,363 Shares
outstanding as November 9, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
As of the close of business on December 31, 2020, (i) each
of BLR Partners, BLRPart GP, BLRGP, Fondren Management and FMLP may be deemed to beneficially own approximately 3.1% of the outstanding
Shares, (ii) Radoff Foundation may be deemed to beneficially less than 1% of the outstanding Shares and (iii) Mr. Radoff may be
deemed to beneficially own approximately 4.3% of the outstanding Shares.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote:
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following [X].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1 to the Schedule 13G filed by the Reporting
Persons with the Securities and Exchange Commission on March 19, 2020.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below each of the undersigned certifies
that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: February 16, 2021
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BLR Partners LP
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By:
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BLRPart, LP
General Partner
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By:
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BLRGP Inc.
General Partner
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By:
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/s/ Bradley L. Radoff
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Name:
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Bradley L. Radoff
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Title:
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Sole Director
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BLRPart, LP
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By:
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BLRGP Inc.
General Partner
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By:
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/s/ Bradley L. Radoff
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Name:
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Bradley L. Radoff
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Title:
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Sole Director
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BLRGP Inc.
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By:
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/s/ Bradley L. Radoff
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Name:
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Bradley L. Radoff
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Title:
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Sole Director
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Fondren Management, LP
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By:
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FMLP Inc.
General Partner
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By:
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/s/ Bradley L. Radoff
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Name:
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Bradley L. Radoff
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Title:
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Sole Director
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FMLP Inc.
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By:
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/s/ Bradley L. Radoff
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Name:
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Bradley L. Radoff
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Title:
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Sole Director
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The Radoff Family Foundation
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By:
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/s/ Bradley L. Radoff
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Name:
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Bradley L. Radoff
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Title:
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Director
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/s/ Bradley L. Radoff
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Bradley L. Radoff
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