| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SYNCHRONOSS TECHNOLOGIES INC [ SNCR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/20/2020 | J(1) | 17,679 | A | $0.00 | 48,057 | D(2)(3)(4)(5)(6) | |||
| Common Stock | 02/20/2020 | J(7) | 17,679 | A | $0.00 | 65,736 | D(2)(3)(4)(5)(6) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Stock Option (Right to Purchase) | $5.43 | 02/20/2020 | J(8) | 11,786 | (8) | 02/20/2027 | Common Stock | 11,786 | $0.00 | 11,786 | D(2)(3)(4)(5)(6) | ||||
| Stock Option (Right to Purchase) | $5.43 | 02/20/2020 | J(9) | 11,786 | (9) | 02/20/2027 | Common Stock | 11,786 | $0.00 | 23,572 | D(2)(3)(4)(5)(6) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On February 20, 2020, pursuant to the 2015 Equity Incentive Plan of Synchronoss Technologies, Inc., a Delaware corporation (the "Issuer"), the Issuer awarded shares of restricted stock to Peter Berger that vest with respect to one-third of the shares of the restricted stock on each of February 20, 2021, February 20, 2022 and February 20, 2023. Pursuant to an assignment agreement between Siris Capital Group, LLC, a Delaware limited liability company ("Siris Capital Group"), Mr. Berger and the Issuer, dated as of February 15, 2018, Mr. Berger has assigned to Siris Capital Group all of his right, title and interest in and to any compensation, including equity awards, he receives from the Issuer for his services as a director of the Issuer. |
| 2. This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (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; and (ix) Siris Group GP, LLC, a Cayman Islands exempted limited liability company ("Siris Group GP"). |
| 3. Silver Holdings is controlled by its sole member, Silver Parent. Silver Parent is controlled by its members, Siris Fund III and Siris Fund III Parallel. Each of Siris Fund III and Siris Fund III Parallel is controlled by its general partner, Siris Fund III GP. Siris Fund III GP is controlled by its general partner, Siris Fund III GP HoldCo. Siris Fund III Advisor serves as investment manager to Siris Fund III and Siris Fund III Parallel pursuant to investment management agreements with each of them. Siris Capital Group shares investment management authority in respect of Siris Fund III and Siris Fund III Parallel pursuant to an agreement between Siris Fund III Advisor and Siris Capital Group. Siris Fund III Advisor is controlled by its general partner, Siris Group GP. |
| 4. (Continued from Footnote 3) Siris Capital Group is controlled by its managing member, Siris Group GP. Each of Siris Fund III GP HoldCo and Siris Group GP is controlled by Frank Baker, Peter Berger and Jeffrey Hendren. |
| 5. The Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (such Act and rules, as amended, the "Exchange Act"), which group may be deemed to share the power to vote or direct the vote, or to dispose or direct the disposition, of the securities reported herein. However, neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is a member of a "group" for such purposes, for purposes of Section 16 of the Exchange Act or for any other purpose. |
| 6. (Continued from footnote 5) Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any other person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person's management and control. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. As permitted by Rule 16a-1(a)(4), the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons are beneficial owners of any of the securities covered by this statement. |
| 7. On February 20, 2020, pursuant to the Issuer's 2015 Equity Incentive Plan, the Issuer awarded shares of restricted stock to Frank Baker that vest with respect to one-third of the shares of the restricted stock on each of February 20, 2021, February 20, 2022 and February 20, 2023. Pursuant to an assignment agreement between Siris Capital Group, Mr. Baker and the Issuer, dated as of February 15, 2018, Mr. Baker has assigned to Siris Capital Group all of his right, title and interest in and to any compensation, including equity awards, he receives from the Issuer for his services as a director of the Issuer. |
| 8. On February 20, 2020, the Issuer awarded a stock option to purchase shares of Common Stock to Peter Berger, which becomes exercisable with respect to one-third of the shares subject to the stock option on each of February 20, 2021, February 20, 2022 and February 20, 2023. Pursuant to an assignment agreement between Siris Capital Group, Mr. Berger and the Issuer, dated as of February 15, 2018, Mr. Berger has assigned to Siris Capital Group all of his right, title and interest in and to any compensation, including equity awards, he receives from the Issuer for his services as a director of the Issuer. |
| 9. On February 20, 2020, the Issuer awarded a stock option to purchase shares of Common Stock to Frank Baker, which becomes exercisable with respect to one-third of the shares subject to the stock option on each of February 20, 2021, February 20, 2022 and February 20, 2023. Pursuant to an assignment agreement between Siris Capital Group, Mr. Baker and the Issuer, dated as of February 15, 2018, Mr. Baker has assigned to Siris Capital Group all of his right, title and interest in and to any compensation, including equity awards, he receives from the Issuer for his services as a director of the Issuer. |
| Remarks: |
| For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization by virtue of their right to appoint directors to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 5 of this Form 4. |
| See Exhibit 99.1 | 02/24/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
SIGNATURES OF REPORTING PERSONS
This Statement on Form 4 is filed by the Reporting Persons listed below.
Dated: February 24, 2020
SILVER PRIVATE HOLDINGS I, LLC
By: Silver Private Investments, LLC, its sole
member
By: /s/ Peter Berger
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Name: Peter Berger
Title: Authorized Signatory
SILVER PRIVATE INVESTMENTS, LLC
By: /s/ Peter Berger
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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
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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
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Name: Peter Berger
Title: Managing Member
SIRIS GP HOLDCO III, LLC
By: /s/ Peter Berger
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Name: Peter Berger
Title: Managing Member
SIRIS CAPITAL GROUP III, L.P.
By: Siris Group GP, LLC, its general partner
By: /s/ Peter Berger
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Name: Peter Berger
Title: Manager
SIRIS CAPITAL GROUP, LLC
By: Siris Group GP, LLC, its managing member
By: /s/ Peter Berger
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Name: Peter Berger
Title: Manager
SIRIS GROUP GP, LLC
By: /s/ Peter Berger
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Name: Peter Berger
Title: Manager