FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Davi Steven M

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/26/2018 

3. Issuer Name and Ticker or Trading Symbol

Synacor, Inc. [SYNC]

(Last)        (First)        (Middle)

C/O SYNACOR, INC., 40 LA RIVIERE DRIVE, SUITE 300

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP Technology /

(Street)

BUFFALO, NY 14202       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   18293   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to purchase)     (1) 12/18/2022   Common Stock   100000   $2.38   D    
Employee Stock Option (right to purchase)     (2) 2/12/2025   Common Stock   50000   $2.13   D    
Employee Stock Option (right to purchase)     (2) 2/12/2025   Common Stock   7600   $2.13   D    
Employee Stock Option (right to purchase)     (3) 10/28/2025   Common Stock   25000   $1.37   D    
Employee Stock Option (right to purchase)     (4) 2/12/2026   Common Stock   5300   $1.62   D    
Employee Stock Option (right to purchase)     (5) 2/16/2027   Common Stock   5400   $3.15   D    
Employee Stock Option (right to purchase)     (6) 3/1/2028   Common Stock   4900   $2.00   D    
Employee Stock Option (right to purchase)     (7) 4/26/2028   Common Stock   35000   $1.75   D    

Explanation of Responses:
(1)  100% of the option is exercisable on the date of grant. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option vested on December 1, 2013 and an additional 1/48th of the shares subject to the option vested each month thereafter, subject to the Reporting Person's continuous service through such dates.
(2)  100% of the option is exercisable on the date of grant. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option vested on March 1, 2016 and an additional 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person's continuous service through such dates.
(3)  100% of the option is exercisable on the date of grant. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option vested on November 1, 2016 and an additional 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person's continuous service through such dates.
(4)  100% of the option is exercisable on the date of grant. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option vested on March 1, 2017 and an additional 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person's continuous service through such dates.
(5)  100% of the option is exercisable on the date of grant. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option vested on March 1, 2018 and an additional 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person's continuous service through such dates.
(6)  100% of the option is exercisable on the date of grant. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option will vest on March 1, 2019 and an additional 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person's continuous service through such dates.
(7)  100% of the option is exercisable on the date of grant. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option will vest on May 1, 2019 and an additional 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person's continuous service through such dates.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Davi Steven M
C/O SYNACOR, INC.
40 LA RIVIERE DRIVE, SUITE 300
BUFFALO, NY 14202


EVP Technology

Signatures
/s/ William J. Stuart, attorney-in-fact 5/4/2018
** Signature of Reporting Person Date


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 5(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 control number.
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