UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
SYNCHRONOSS TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87157B103
(CUSIP Number)
Steven Spencer
Siris Capital Group, LLC
601 Lexington Avenue, 59th Floor
New York, NY 10022
(212)-231-0095
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 14, 2017
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment contain information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | Names of reporting persons:
Silver Private Holdings I, LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds (see instructions):
AF | |||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not Applicable
| |||||
| 6 | Citizenship or place of organization:
Delaware | |||||
|
Number of
|
7 | Sole voting power:
0 | ||||
| 8 | Shared voting power:
5,994,667 | |||||
| 9 | Sole dispositive power:
0 | |||||
| 10 | Shared dispositive power:
5,994,667 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person:
5,994,667 | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13 | Percent of class represented by amount in Row (11):
12.93%* | |||||
| 14 | Type of reporting person:
OO | |||||
| * | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
| 1 | Names of reporting persons:
Silver Private Investments, LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds (see instructions):
AF | |||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not Applicable
| |||||
| 6 | Citizenship or place of organization:
Delaware | |||||
|
Number of
|
7 | Sole voting power:
0 | ||||
| 8 | Shared voting power:
5,994,667 | |||||
| 9 | Sole dispositive power:
0 | |||||
| 10 | Shared dispositive power:
5,994,667 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person:
5,994,667 | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13 | Percent of class represented by amount in Row (11):
12.93%* | |||||
| 14 | Type of reporting person:
OO | |||||
| * | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
| 1 | Names of reporting persons:
Siris Partners III, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds (see instructions):
OO | |||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not Applicable
| |||||
| 6 | Citizenship or place of organization:
Delaware | |||||
|
Number of
|
7 | Sole voting power:
0 | ||||
| 8 | Shared voting power:
5,994,667 | |||||
| 9 | Sole dispositive power:
0 | |||||
| 10 | Shared dispositive power:
5,994,667 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person:
5,994,667 | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13 | Percent of class represented by amount in Row (11):
12.93%* | |||||
| 14 | Type of reporting person:
PN | |||||
| * | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
| 1 | Names of reporting persons:
Siris Partners III Parallel, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds (see instructions):
OO | |||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not Applicable
| |||||
| 6 | Citizenship or place of organization:
Delaware | |||||
|
Number of
|
7 | Sole voting power:
0 | ||||
| 8 | Shared voting power:
5,994,667 | |||||
| 9 | Sole dispositive power:
0 | |||||
| 10 | Shared dispositive power:
5,994,667 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person:
5,994,667 | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13 | Percent of class represented by amount in Row (11):
12.93%* | |||||
| 14 | Type of reporting person:
PN | |||||
| * | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
| 1 | Names of reporting persons:
Siris Partners GP III, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds (see instructions):
OO | |||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not Applicable
| |||||
| 6 | Citizenship or place of organization:
Delaware | |||||
|
Number of
|
7 | Sole voting power:
0 | ||||
| 8 | Shared voting power:
5,994,667 | |||||
| 9 | Sole dispositive power:
0 | |||||
| 10 | Shared dispositive power:
5,994,667 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person:
5,994,667 | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13 | Percent of class represented by amount in Row (11):
12.93%* | |||||
| 14 | Type of reporting person:
PN | |||||
| * | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
| 1 | Names of reporting persons:
Siris GP HoldCo III, LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds (see instructions):
OO | |||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not Applicable
| |||||
| 6 | Citizenship or place of organization:
Delaware | |||||
|
Number of
|
7 | Sole voting power:
0 | ||||
| 8 | Shared voting power:
5,994,667 | |||||
| 9 | Sole dispositive power:
0 | |||||
| 10 | Shared dispositive power:
5,994,667 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person:
5,994,667 | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13 | Percent of class represented by amount in Row (11):
12.93%* | |||||
| 14 | Type of reporting person:
OO | |||||
| * | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
| 1 | Names of reporting persons:
Siris Capital Group III, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds (see instructions):
OO | |||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not Applicable
| |||||
| 6 | Citizenship or place of organization:
Delaware | |||||
|
Number of
|
7 | Sole voting power:
0 | ||||
| 8 | Shared voting power:
5,994,667 | |||||
| 9 | Sole dispositive power:
0 | |||||
| 10 | Shared dispositive power:
5,994,667 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person:
5,994,667 | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13 | Percent of class represented by amount in Row (11):
12.93%* | |||||
| 14 | Type of reporting person:
PN, IA | |||||
| * | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
| 1 | Names of reporting persons:
Siris Capital Group, LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds (see instructions):
OO | |||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not Applicable
| |||||
| 6 | Citizenship or place of organization:
Delaware | |||||
|
Number of
|
7 | Sole voting power:
0 | ||||
| 8 | Shared voting power:
5,994,667 | |||||
| 9 | Sole dispositive power:
0 | |||||
| 10 | Shared dispositive power:
5,994,667 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person:
5,994,667 | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13 | Percent of class represented by amount in Row (11):
12.93%* | |||||
| 14 | Type of reporting person:
OO, IA | |||||
| * | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
| 1 | Names of reporting persons:
Siris Advisor HoldCo III, LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds (see instructions):
OO | |||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not Applicable
| |||||
| 6 | Citizenship or place of organization:
Delaware | |||||
|
Number of
|
7 | Sole voting power:
0 | ||||
| 8 | Shared voting power:
5,994,667 | |||||
| 9 | Sole dispositive power:
0 | |||||
| 10 | Shared dispositive power:
5,994,667 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person:
5,994,667 | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13 | Percent of class represented by amount in Row (11):
12.93%* | |||||
| 14 | Type of reporting person:
OO | |||||
| * | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
| 1 | Names of reporting persons:
Siris Advisor HoldCo, LLC | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds (see instructions):
OO | |||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ Not Applicable
| |||||
| 6 | Citizenship or place of organization:
Delaware | |||||
|
Number of
|
7 | Sole voting power:
0 | ||||
| 8 | Shared voting power:
5,994,667 | |||||
| 9 | Sole dispositive power:
0 | |||||
| 10 | Shared dispositive power:
5,994,667 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person:
5,994,667 | |||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13 | Percent of class represented by amount in Row (11):
12.93%* | |||||
| 14 | Type of reporting person:
OO | |||||
| * | The calculation of the foregoing percentage is based on 46,372,470 shares of common stock outstanding as of March 27, 2017, as reported in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 6, 2017. |
This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) amends and supplements the statement on Schedule 13D jointly filed by (i) Silver Private Holdings I, LLC, a Delaware limited liability company (“Silver Holdings”), (ii) Silver Private Investments, LLC, a Delaware limited liability company (“Silver Parent”), (iii) Siris Partners III, L.P., a Delaware limited partnership (“Siris Fund III”), (iv) Siris Partners III Parallel, L.P., a Delaware limited partnership (“Siris Fund III Parallel”), (v) Siris Partners GP III, L.P., a Delaware limited partnership (“Siris Fund III GP”), (vi) Siris GP HoldCo III, LLC, a Delaware limited liability company (“Siris Fund III GP HoldCo”), (vii) Siris Capital Group III, L.P., a Delaware limited partnership (“Siris Fund III Advisor”), (viii) Siris Capital Group, LLC, a Delaware limited liability company (“Siris Capital Group”), (ix) Siris Advisor HoldCo III, LLC, a Delaware limited liability company (“Siris Fund III Advisor HoldCo”); and (x) Siris Advisor HoldCo, LLC, a Delaware limited liability company (“Siris Advisor HoldCo”) (collectively, the “Reporting Persons”) with the Securities and Exchange Commission (the “Commission”) on May 5, 2017 (as previously amended and as may be amended from time to time, this “Schedule 13D”), relating to the common stock, $0.0001 par value per share (the “Common Stock”), of Synchronoss Technologies, Inc. (the “Company”). Initially capitalized terms used in this Amendment No. 8 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended by the addition of the following immediately prior to the penultimate paragraph thereof:
Pursuant to the Share Purchase Agreement, on November 14, 2017, Impala acquired all of the issued and outstanding shares of Intralinks. At the closing of the Intralinks Transaction, Impala acquired all of the issued and outstanding shares of Intralinks for approximately $991 million in cash, subject to post-closing adjustments for changes in cash, debt and working capital. If, in the future, Impala receives net cash proceeds in excess of $440 million from any sale of equity or assets of Intralinks, or a dividend or distribution in respect of the shares of Intralinks, then Impala is required to pay the Company up to an additional $25 million in cash or publicly traded securities. Immediately following the consummation of the Intralinks Transaction, the Company paid to Impala $5 million as partial reimbursement of the out-of-pocket fees and expenses incurred by Impala, Siris Capital Group and their respective affiliates in connection with the execution of the Share Purchase Agreement and the Intralinks Transaction.
On November 14, 2017, Silver Holdings notified the Company pursuant to Section 3.2 of the PIPE Purchase Agreement, that Silver Holdings was exercising its right to reschedule the closing of Preferred Transaction until February 15, 2018.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 is hereby amended by the addition of the following:
The response to Item 4 of this Amendment No. 8 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended by the addition of the following:
| 99.10 | Press Release, dated as of November 14, 2017. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 16, 2017
| SILVER PRIVATE HOLDINGS I, LLC | ||||
| By: | Silver Private Investments, LLC, its sole member | |||
| By: | /s/ Peter Berger | |||
| Name: | Peter Berger | |||
| Title: | Authorized Signatory | |||
| SILVER PRIVATE INVESTMENTS, LLC | ||||
| By: | /s/ Peter Berger | |||
| Name: | Peter Berger | |||
| Title: | Authorized Signatory | |||
| SIRIS PARTNERS III, L.P. | ||||
| SIRIS PARTNERS III PARALLEL, L.P. | ||||
| By: | Siris Partners GP III, L.P., its general partner | |||
| By: | Siris GP HoldCo III, LLC, its general partner | |||
| By: | /s/ Peter Berger | |||
| Name: | Peter Berger | |||
| Title: | Managing Member | |||
| SIRIS PARTNERS GP III, L.P. | ||||
| By: | Siris GP HoldCo III, LLC, its general partner | |||
| By: | /s/ Peter Berger | |||
| Name: | Peter Berger | |||
| Title: | Managing Member | |||
| SIRIS GP HOLDCO III, LLC | ||||
| By: | /s/ Peter Berger | |||
| Name: | Peter Berger | |||
| Title: | Managing Member | |||
| SIRIS CAPITAL GROUP III, L.P. | ||
| By: | Siris Advisor HoldCo III, LLC, its general partner | |
| By: | /s/ Peter Berger | |
| Name: Peter Berger | ||
| Title: Managing Member | ||
| SIRIS CAPITAL GROUP, LLC | ||
| By: | Siris Advisor HoldCo, LLC, its managing member | |
| By: | /s/ Peter Berger | |
| Name: Peter Berger | ||
| Title: Managing Member | ||
| SIRIS ADVISOR HOLDCO III, LLC | ||
| By: | /s/ Peter Berger | |
| Name: Peter Berger | ||
| Title: Managing Member | ||
| SIRIS ADVISOR HOLDCO, LLC | ||
| By: | /s/ Peter Berger | |
| Name: Peter Berger | ||
| Title: Managing Member | ||