Edgar Filing: Tzeng Joseph

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Crystal Venture II, Ltd.

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2012

3. Issuer Name and Ticker or Trading Symbol
Synacor, Inc. [SYNC]

(Last)

(First)

(Middle)

1120 CHESTER AVENUE,Â SUITE 418

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CLEVELAND,Â OHÂ 44114

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	21,948 ⁽¹⁾	D	Â
Common Stock	1,632 ⁽²⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	2,685,240 ⁽⁵⁾	$ ⁽⁴⁾	D	Â
Series A Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	199,374 ⁽⁶⁾	$ ⁽⁴⁾	D	Â
Series B Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	785,433 ⁽⁵⁾	$ ⁽⁴⁾	D	Â
Series B Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	58,317 ⁽⁶⁾	$ ⁽⁴⁾	D	Â
Series C Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	220,240 ⁽⁵⁾	$ ⁽⁴⁾	D	Â
Series C Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	16,353 ⁽⁶⁾	$ ⁽⁴⁾	D	Â
Non-employee Director Stock Option (right to purchase)	Â ⁽⁷⁾	08/15/2021	Common Stock	50,000 ⁽⁸⁾	$ 3.32	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Crystal Venture II, Ltd. 1120 CHESTER AVENUE SUITE 418 CLEVELAND,Â OHÂ 44114	Â X	Â X	Â	Â
Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P. 1120 CHESTER AVENUE SUITE 418 CLEVELAND,Â OHÂ 44114	Â X	Â X	Â	Â
Crystal Internet Venture Fund II (BVI), L.P. 1120 CHESTER AVENUE SUITE 418 CLEVELAND,Â OHÂ 44114	Â X	Â X	Â	Â
Tzeng Joseph 1120 CHESTER AVENUE SUITE 418 CLEVELAND,Â OHÂ 44114	Â X	Â X	Â	Â
Kellogg Daniel 1120 CHESTER AVENUE SUITE 418 CLEVELAND,Â OHÂ 44114	Â	Â X	Â	Â

Signatures

/s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., by Shelley Rubino, as attorney-in-fact		02/09/2012
^**Signature of Reporting Person		Date
/s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., General Partner of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., by Shelley Rubino, as attorney-in-fact		02/09/2012
^**Signature of Reporting Person		Date
/s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., General Partner of Crystal Internet Venture Fund II (BVI), L.P., by Shelley Rubino, as attorney-in-fact		02/09/2012
^**Signature of Reporting Person		Date
/s/ Joseph Tzeng, by Shelley Rubino, as attorney-in-fact		02/09/2012
^**Signature of Reporting Person		Date
/s/ Daniel Kellogg, by Shelley Rubino, as attorney-in-fact		02/09/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are held directly by Crystal Internet Venture Fund II (BVI), L.P. and indirectly by Crystal Venture II, Ltd., the general partner of Crystal Internet Venture Fund II (BVI), L.P., and Joseph Tzeng and Daniel Kellogg, the Class A members of Crystal Venture II, Ltd., who have all the voting rights of Crystal Venture II, Ltd. The number of reported securities gives effect to a one-for-two reverse stock split of the issuer's common stock that became effective immediately prior to the effectiveness of the registration statement on Form S-1 in connection with the issuer's initial public offering of its common stock (the "Initial Public Offering"). Each of Crystal Venture II, Ltd., Mr. Tzeng and Mr. Kellogg may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein.
(2)	These securities are held directly by Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P. and indirectly by Crystal Venture II, Ltd., the general partner of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., and Joseph Tzeng and Daniel Kellogg, the Class A members of Crystal Venture II, Ltd., who have all the voting rights of Crystal Venture II, Ltd. The number of reported securities gives effect to a one-for-two reverse stock split of the issuer's common stock that became effective immediately prior to the effectiveness of the registration statement on Form S-1 in connection with the issuer's Initial Public Offering. Each of Crystal Venture II, Ltd., Mr. Tzeng and Mr. Kellogg may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein.
(3)	The preferred stock will convert to shares of common stock on a 1.5:1 ratio upon the closing of the Initial Public Offering.
(4)	The number of underlying shares of common stock reported in Column 3 reflects the shares underlying the conversion of the preferred stock into common stock after giving effect to a one-for-two reverse stock split of the issuer's common stock that became effective immediately prior to the effectiveness of the registration statement on Form S-1 in connection with the issuer's Initial Public Offering. Each of Crystal Venture II, Ltd., Mr. Tzeng and Mr. Kellogg may be deemed to beneficially own the preferred stock, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein.
(5)	These securities are held directly by Crystal Internet Venture Fund II (BVI), L.P. and indirectly by Crystal Venture II, Ltd., the general partner of Crystal Internet Venture Fund II (BVI), L.P., and Joseph Tzeng and Daniel Kellogg, the Class A members of Crystal Venture II, Ltd., who have all the voting rights of Crystal Venture II, Ltd. Each of Crystal Venture II, Ltd., Mr. Tzeng and Mr. Kellogg may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein.
(6)	These securities are held directly by Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P. and indirectly by Crystal Venture II, Ltd., the general partner of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., and Joseph Tzeng and Daniel Kellogg, the Class A members of Crystal Venture II, Ltd., who have all the voting rights of Crystal Venture II, Ltd. Each of Crystal Venture II, Ltd., Mr. Tzeng and Mr. Kellogg may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein.
(7)	The option became exercisable in full beginning on September 1, 2011, subject to a right of repurchase by the issuer.
(8)	The reported securities are owned directly by Mr. Tzeng. None of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., Crystal Internet Venture Fund II (BVI), L.P., Crystal Venture II, Ltd. or Mr. Kellogg has beneficial ownership of the reported securities.
Â Remarks: ExhibitÂ 24.1Â -Â PowerÂ ofÂ AttorneyÂ ofÂ JosephÂ Tzeng;Â ExhibitÂ 24.2Â -Â PowerÂ ofÂ AttorneyÂ ofÂ DanielÂ Kellogg

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