SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Yaphe Scott (Last) (First) (Middle) 890 WINTER STREET SUITE 225 (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/14/2006	3. Issuer Name and Ticker or Trading Symbol SYNCHRONOSS TECHNOLOGIES INC [ SNCR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

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)

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(2)	Common Stock	3,793,104(3)	(4)	I(3)	(3)
Stock Option (Right to Buy)	02/10/2006(5)	02/10/2016	Common Stock	25,000	8.98	I(6)	(6)

Explanation of Responses:

1. Shares of Series A Preferred Stock are immediately convertible, and may convert automatically in connection with the Issuer's initial public offering.

2. Not applicable.

3. Consists of (1) 3,751,830 shares held by ABS Ventures VI L.P., through its wholly-owned subsidiary ABS Ventures VI L.L.C., and (2) 41,274 shares held by ABS Investors L.L.C. Mr. Yaphe is a member of Calvert Capital IV L.L.C., the general partner of ABS Ventures VI L.P., and a member of ABS Investors L.L.C. but does not have voting or dispositive control over shares held by any such entity. Mr. Yaphe disclaims beneficial ownership of the shares held by such entities, other than to the extent of his pecuniarly interest therein.

4. Each share of Series A Preferred Stock is convertible into one share of Common Stock.

5. The shares underlying the option are subject to a right of repurchase in favor of Issuer. This right of repurchase shall lapse with respect to the first 33% of the shares when the Reporting Person completes 12 moths of continuous service after February 10, 2006. The right of repurchase shall lapse with respect to an additional 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service thereafter.

6. Option was assigned by Mr. Yaphe to Calvert Capital Management Company. Mr. Yaphe does not have voting or dispositive control over securities held by such entity and Mr. Yaphe disclaims beneficial ownership of such securities other than to the extent of his pecuniary interest therein.

	/s/ Scott Yaphe	06/14/2006
	** 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 5 (b)(v).
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