SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ABS VENTURES VI L P (Last) (First) (Middle) 890 WINTER STREET SUITE 225 (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SYNCHRONOSS TECHNOLOGIES INC [ SNCR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/20/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 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	06/20/2006		C		3,751,830	A	$0(1)	3,751,830	D(2)
Common Stock	06/20/2006		C		41,274	A	$0(1)	41,274	I	See Footnote(3)

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 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
Series A Preferred Stock	(1)	06/20/2006		C			3,751,830	(4)	(4)	Common Stock	3,751,830	$0	0	D(4)
Series A Preferred Stock	(1)	06/20/2006		C			41,274	(4)	(4)	Common Stock	41,274	$0	0	I(3)	See Footnote(3)
Stock Option (Right to Buy)	$8.98							(5)	02/10/2016	Common Stock	25,000		25,000	I	See Footnote(6)

1. Name and Address of Reporting Person* ABS VENTURES VI L P (Last) (First) (Middle) 890 WINTER STREET SUITE 225 (Street) WALTHAM MA 02451 (City) (State) (Zip)

1. Name and Address of Reporting Person* Calvert Capital IV L.L.C. (Last) (First) (Middle) 890 WINTER STREET SUITE 225 (Street) WALTHAM MA 02451 (City) (State) (Zip)

1. Name and Address of Reporting Person* GRAYSON BRUNS H (Last) (First) (Middle) ABS VENTURES 1 SOUTH STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* Burgess R William JR (Last) (First) (Middle) 890 WINTER STREET SUITE 225 (Street) WALTHAM MA 02451 (City) (State) (Zip)

Explanation of Responses:

1. Preferred stock automatically converted upon the consummation of the Issuer's initial public offering on a one-for-one basis.

2. Shares held by ABS Ventures VI L.P. through its wholly owned subsidiary ABS Ventures VI L.L.C. Calvert Capital IV L.L.C., the general partner of ABS Ventures VI L.P., and Bruns H. Grayson and R. William Burgess Jr., the Managers of Calvert Capital IV L.L.C., share voting and dispositive power over shares held by ABS Ventures VI L.P. and its subsidiary. Messrs. Grayson and Burgess disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

3. Shares held by ABS Investors L.L.C. Mr. Grayson is the Senior Manager of ABS Investors L.L.C. and has voting and dispositive power over all shares held by such entity. Mr. Grayson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Not applicable.

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 Scott Yaphe, a director of the Issuer and member of Calvert Capital IV L.L.C., to Calvert Capital Management Company. Messrs. Grayson and Burgess are officers, directors and shareholders of such entity and share voting and dispositive power over the shares held by such entity. 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/ Bruns H. Grayson	06/22/2006
	** 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 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).
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        STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORIES
                                  June 20, 2006

        Each of the entities listed on SCHEDULE A attached hereto (each a
"Reporting Entity") and each party listed on SCHEDULE B attached hereto (each a
"Reporting Individual"; together with the Reporting Entities, the "Reporting
Persons") hereby authorizes and designates Bruns H. Grayson and R. William
Burgess Jr. (individually, each a "Designated Filer"), to prepare and file on
behalf of such Reporting Person individually, or jointly together with other
Reporting Persons, any and all reports, notices, communications and other
documents (including, but not limited to, reports on Schedule 13D, Schedule 13G,
Form 3, Form 4 and Form 5) that such Reporting Person may be required to file
with the United States Securities and Exchange Commission or with any regulatory
body, including United States federal, state and self-regulatory bodies, with
respect to the Reporting Person's ownership of, or transactions in, the
securities of any entity whose securities are beneficially owned (directly or
indirectly) by such Reporting Person (collectively, the "Companies").

        Each Reporting Person hereby further authorizes and designates Bruns H.
Grayson and R. William Burgess Jr. ("Authorized Signatories") to execute and
file on behalf of such Reporting Person the Reports and to perform any and all
other acts, which in the opinion of a Designated Filer or an Authorized
Signatory may be necessary or incidental to the performance of the foregoing
powers herein granted.

        The authority of the Designated Filer and each Authorized Signatory
under this Document with respect to each Reporting Person shall continue until
such Reporting Person is no longer required to file any Reports with respect to
the Reporting Person's ownership of, or transactions in, the securities of the
Companies, unless earlier revoked in writing. Each Reporting Person acknowledges
that the Designated Filer and the Authorized Signatory are not assuming any of
the Reporting Person's responsibilities to comply with any United States federal
or state law or with any regulations promulgated thereto.



        In Witness Whereof, the undersigned has caused this Statement Appointing
Designated Filer and Authorized Signatory to be effective as of June 20, 2006.


Reporting Persons:


June 20, 2006                               /s/ Bruns H. Grayson
                                            -----------------------------------
                                            Bruns H. Grayson


June 20, 2006                               /s/ R. William Burgess Jr.
                                            -----------------------------------
                                            R. William Burgess Jr.


June 20, 2006                               ABS Ventures VI L.P.
                                            By:  Calvert Capital IV L.L.C.

                                            By:  /s/ Bruns H. Grayson
                                            -----------------------------------
                                            Bruns H. Grayson, Senior Manager


June 20, 2006                               Calvert Capital IV L.L.C.

                                            By:  /s/ Bruns H. Grayson
                                            -----------------------------------
                                            Bruns H. Grayson, Senior Manager



                                   SCHEDULE A

ABS Ventures VI L.P.
Calvert Capital IV L.L.C.


                                   SCHEDULE B

Bruns H. Grayson
R. William Burgess Jr.

                             JOINT FILER INFORMATION
                                                    
Joint Filer Name:                                      CALVERT CAPITAL IV L.L.C.
Relationship to Issuer:                                10% Owner, as general partner of ABS Ventures VI L.P. (the
                                                       reporting person disclaims beneficial ownership of the
                                                       reported securities except to the extent of its pecuniary
                                                       interest therein)
Address:                                               890 Winter Street
                                                       Waltham, MA  02451
Designated Filer:                                      ABS Ventures VI L.P.
Date of Event Requiring Statement:                     6/20/06
Issuer Name and Ticker or Trading Symbol:              SynchronOSS Technologies Inc. (SNCR)

Signature                                              Calvert Capital IV L.L.C.

                                                       By: /s/ Bruns H. Grayson
                                                           --------------------
                                                           Senior Manager


Joint Filer Name:                                      BRUNS H. GRAYSON
Relationship to Issuer:                                10% Owner, as Senior Manager of Calvert Capital IV L.L.C.,
                                                       the general partner of ABS Ventures VI L.P., as Senior
                                                       Manager of ABS Investors L.L.C. and as an officer, director and
                                                       shareholder of Calvert Capital Management Company (the
                                                       reporting person disclaims beneficial ownership of the
                                                       reported securities except to the extent of his pecuniary
                                                       interest therein)
Address:                                               890  Winter Street
                                                       Waltham, MA  02451
Designated Filer:                                      ABS Ventures VI L.P.
Date of Event Requiring Statement:                     6/20/06
Issuer Name and Ticker or Trading Symbol:              SynchronOSS Technologies Inc. (SNCR)

Signature                                              /s/ Bruns H. Grayson
                                                       --------------------

Joint Filer Name:                                      R. WILLIAM BURGESS JR.
Relationship to Issuer:                                10% Owner, as Manager of Calvert Capital IV L.L.C., the
                                                       general partner of ABS Ventures VI L.P. and as an officer, director
                                                       and shareholder of Calvert Capital Management Company (the
                                                       reporting person disclaims beneficial ownership of the
                                                       reported securities except to the extent of his pecuniary
                                                       interest therein)
Address:                                               890  Winter Street
                                                       Waltham, MA  02451
Designated Filer:                                      ABS Ventures VI L.P.
Date of Event Requiring Statement:                     6/20/06
Issuer Name and Ticker or Trading Symbol:              SynchronOSS Technologies Inc. (SNCR)

Signature                                              /s/ R. William Burgess Jr.
                                                       --------------------------