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SEC FORM 3/A 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^*

Institutional Venture Partners XI LP

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2008

3. Issuer Name and Ticker or Trading Symbol
SYNCHRONOSS TECHNOLOGIES INC [ SNCR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/06/2008

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Common Stock	1,982,600	I	By Institutional Venture Partners XI, L.P.⁽¹⁾
Common Stock	317,400	I	By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG⁽²⁾
Common Stock	989,770	I	By Institutional Venture Partners XII, L.P.⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Call Option (obligation to sell)	11/02/2009	11/02/2009	Common Stock	19,223	65.87	I	By Institutional Venture Partners XI, L.P.⁽¹⁾
Put Option (right to sell)	11/02/2009	11/02/2009	Common Stock	19,223	36.04	I	By Institutional Venture Partners XI, L.P.⁽¹⁾
Put Option (obligation to buy)	11/02/2009	11/02/2009	Common Stock	19,223	24.03	I	By Institutional Venture Partners XI, L.P.⁽¹⁾
Call Option (obligation to sell)	11/02/2009	11/02/2009	Common Stock	3,077	65.87	I	By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG⁽²⁾
Put Option (right to sell)	11/02/2009	11/02/2009	Common Stock	3,077	36.04	I	By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG⁽²⁾
Put Option (obligation to buy)	11/02/2009	11/02/2009	Common Stock	3,077	24.03	I	By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG⁽²⁾
Call Option (obligation to sell)	11/06/2009	11/06/2009	Common Stock	43,100	68.24	I	By Institutional Venture Partners XI, L.P.⁽¹⁾
Put Option (right to sell)	11/06/2009	11/06/2009	Common Stock	43,100	37.05	I	By Institutional Venture Partners XI, L.P.⁽¹⁾
Put Option (obligation to buy)	11/06/2009	11/06/2009	Common Stock	43,100	24.7	I	By Institutional Venture Partners XI, L.P.⁽¹⁾
Call Option (obligation to sell)	11/06/2009	11/06/2009	Common Stock	6,900	68.24	I	By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG⁽²⁾
Put Option (right to sell)	11/06/2009	11/06/2009	Common Stock	6,900	37.05	I	By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG⁽²⁾
Put Option (obligation to buy)	11/06/2009	11/06/2009	Common Stock	6,900	24.7	I	By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG⁽²⁾
Call Option (obligation to sell)	11/09/2009	11/09/2009	Common Stock	12,068	66.59	I	By Institutional Venture Partners XI, L.P.⁽¹⁾
Put Option (right to sell)	11/09/2009	11/09/2009	Common Stock	12,068	36.15	I	By Institutional Venture Partners XI, L.P.⁽¹⁾
Put Option (obligation to buy)	11/09/2009	11/09/2009	Common Stock	12,068	24.1	I	By Institutional Venture Partners XI, L.P.⁽¹⁾
Call Option (obligation to sell)	11/09/2009	11/09/2009	Common Stock	1,932	66.59	I	By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG⁽²⁾
Put Option (right to sell)	11/09/2009	11/09/2009	Common Stock	1,932	36.15	I	By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG⁽²⁾
Put Option (obligation to buy)	11/09/2009	11/09/2009	Common Stock	1,932	24.1	I	By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG⁽²⁾

1. Name and Address of Reporting Person^*

Institutional Venture Partners XI LP

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Management XI, LLC

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

INSTITUTIONAL VENTURE PARTNERS XI GMBH & CO BETEILIGUNGS KG

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Partners XII LP

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Management XII, LLC

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Chaffee Todd C

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FOGELSONG NORMAN A

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Harrick Stephen J

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Miller J Sanford

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Phelps Dennis B

(Last)

(First)

(Middle)

C/O INSTITUTIONAL VENTURE PARTNERS

3000 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares are owned by Institutional Venture Partners XI, L.P. ("IVP XI"), which is under common control with Institutional Venture Partners XI GmbH & Co. Beteiligungs KG ("IVP XI KG"). Institutional Venture Management XI, LLC ("IVM XI") serves as the sole General Partner of IVP XI, and has sole voting and investment control over the respective shares owned by IVP XI, and may be deemed to own beneficially the shares held by IVP XI. IVM XI however owns no securities of the Issuer directly. Todd C. Chaffee ("Chaffee"), Norman A. Fogelsong ("Fogelsong"), Stephen J. Harrick ("Harrick"), J. Sanford Miller ("Miller") and Dennis B. Phelps ("Phelps") are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG. Each of these individuals disclaims beneficial ownership of the shares reported herein, except to the extent of his or her respective pecuniary interest therein.

2. The shares are owned by IVP XI KG, which is under common control with IVP XI. IVM XI serves as the sole managing limited partner of IVP XI KG, and has sole voting and investment control over the respective shares owned by IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI KG. IVM XI however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI KG. Each of these individuals disclaims beneficial ownership of the shares reported herein, except to the extent of his or her respective pecuniary interest therein.

3. The shares are owned by Institutional Venture Partners XII, L.P. ("IVP XII"). Institutional Venture Management XII, LLC ("IVM XII") serves as the sole General Partner of IVP XII, and has sole voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, and Phelps are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII. Each of these individuals disclaims beneficial ownership of the shares reported herein, except to the extent of his or her respective pecuniary interest therein.

Remarks:

This amendment is being filed solely for the purpose of including the derivative securities included in Table II hereof, which were inadvertently omitted from the original Form 3 filed by the Reporting Persons on March 6, 2008 (the "Original Form 3"). The information included in Table I is unchanged from the Original Form 3.

	INSTITUTIONAL VENTURE PARTNERS XI, L.P. By: Institutional Venture Management XI, LLC Its: General Partner /s/ Norman A. Fogelsong, Managing Director	07/14/2008
	Norman A. Fogelsong, Managing Director	07/14/2008
	By: Institutional Venture Management XI, LLC; Its: Managing Limited Partner; Norman A. Fogelsong, Managing Director	07/14/2008
	By: Institutional Venture Management XII, LLC; Its: General Partner; Norman A. Fogelsong, Managing Director	07/14/2008
	Norman A. Fogelsong, Managing Director	07/14/2008
	Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee	07/14/2008
	Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong	07/14/2008
	Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick	07/14/2008
	Melanie Chladek, Attorney-in-Fact for J. Sanford Miller	07/14/2008
	Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps	07/14/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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