SEC Form 3 · accession 0001209191-19-017187
Synacor, Inc. · SYNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Rendino
Director
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 8:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001408278
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 2,839,206 | I | See footnote. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to purchase)F3,F2 | $1.74 | holding | — | — | — | — | Feb 28, 2029 | Common Stock | 50,000 | — | D |
Explanation of responses
- F11,597,806 of the shares are held directly by 180 Degree Capital Corp. ("180 Degree") and 1,241,400 of the shares are held directly by 180.2 SPV Series - a Series of 180 Degree Capital Management, LLC ("180.2 SPV Series"). 180 Degree is the investment manager and managing member of 180.2 SPV Series. The Reporting Person is one of two directors of 180 Degree sharing voting and investment power over the shares held by 180 Degree and 180.2 SPV Series. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F2The option was granted to the Reporting Person in connection with his appointment to Issuer's Board of Directors. 100% of the option was immediately exercisable on March 1, 2019 (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 vest upon completion of 12 months of continuous service after March 1, 2019 and the remainder vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service through such dates.
- F3Pursuant to an assignment and assumption agreement between the Reporting Person and 180 Degree, the Reporting Person has assigned all economic and beneficial interest in this option (and the underlying shares of common stock) to 180 Degree.