Ownership Submission
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

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 *
STULL STEVEN T
  2. Issuer Name and Ticker or Trading Symbol
Synacor, Inc. [SYNC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
909 POYDRAS STREET, SUITE 2230
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2012
(Street)

NEW ORLEANS, LA 70112
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/15/2012   C   2,795,638 A (1) 2,795,638 (2) I by Limited Partnership (3)
Common Stock 02/15/2012   S   237,940 D $ 5 (4) 2,557,698 I by Limited Partnership (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Preferred Stock Series A-1 (1) 02/15/2012   C     855,516   (1)   (1) Common Stock 855,516 (2) $ 0 0 I by Limited Partnership (3)
Convertible Preferred Stock Series B (1) 02/15/2012   C     993,750   (1)   (1) Common Stock 993,750 (2) $ 0 0 I by Limited Partnership (3)
Convertible Preferred Stock Series C (1) 02/15/2012   C     946,372   (1)   (1) Common Stock 946,372 (2) $ 0 0 I by Limited Partnership (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STULL STEVEN T
909 POYDRAS STREET, SUITE 2230
NEW ORLEANS, LA 70112
    X    

Signatures

 /s/ Steven T. Stull   02/17/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Immediately prior to the closing of the issuer's initial public offering on February 15, 2012, all of issuer's outstanding preferred stock converted into issuer common stock in accordance with the terms disclosed in the issuer's Registration Statement on Form S-1.
(2) Reflects a 1-for-2 reverse stock split which became effective immediately prior to the effectiveness of the issuer's registration statement on February 9, 2012.
(3) These securities are held by two limited partnerships, neither of which beneficially owns more than 10% of the issuer's outstanding securities. Each of these limited partnerships is managed by its own general partner. As the majority owner of both of these general partners, the reporting person shares voting and investment power over these securities and therefore may be deemed to beneficially own such shares. The reporting person disclaims beneficial ownership in the shares except to the extent of his pecuniary interest therein.
(4) These shares were sold in the issuer's initial public offering that closed on February 15, 2012. This sale price reflects the offering price; the share price received will be reduced by the underwriters' commission of $0.35 per share.

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