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 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 *

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/YYYY)

9/10/2019
(Street)

PALO ALTO, CA 94301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

9/12/2019 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 9/10/2019  A  17362 (1)A$1.44 37409 (2)D  
Common Stock         3875138 I See Footnote (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The time-based vesting requirement shall be satisfied with respect to half of the Stock Units when the recipient completes three months of continuous service over six months following the vesting commencement date of July 1, 2019.
(2) Amount of securities beneficially owned is shown as of the filing date of this form.
(3) 70,846 shares held by Pacven Walden Ventures IV Associates Fund, L.P. and 3,804,292 shares held by Pacven Walden Ventures IV, L.P.

Remarks:
This amendment to the Form 4 filed by the Reporting Person on September 12, 2019 is being filed to (1) add the indirect ownership of certain shares and (2) correct the amount of securities directly owned by the Reporting Person. As of September 10, 2019, the Reporting Person directly owned only 17,362 shares of common stock represented by stock units. This error also affected the Form 4 filed by the Reporting Person on March 2, 2020, over-reporting the amount of securities directly owned by the Reporting Person by 461,282 shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kau Andrew
IS C/O WALDEN INTERNATIONAL
361 LYTTON AVENUE, 2ND FLOOR
PALO ALTO, CA 94301
X



Signatures
/s/ Timothy J. Heasley, attorney-in-fact5/1/2020
**Signature of Reporting PersonDate

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