Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Chamoun George
2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2012
3. Issuer Name and Ticker or Trading Symbol
Synacor, Inc. [SYNC]
(Last)
(First)
(Middle)
C/O SYNACOR, INC., 40 LA RIVIERE DRIVE, SUITE 300
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 14202
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 317,501 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.

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 of Derivative Security: 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
Employee stock option (right to purchase)   (2) 11/17/2014 Common Stock 108,004.5 (1) $ 0.2 (3) D  
Employee stock option (right to purchase)   (4) 09/13/2017 Common Stock 75,000 (1) $ 2.52 (3) D  
Employee stock option (right to purchase)   (5) 08/15/2021 Common Stock 100,000 (1) $ 3.23 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chamoun George
C/O SYNACOR, INC.
40 LA RIVIERE DRIVE, SUITE 300
SAN FRANCISCO, CA 14202
      Executive Vice President  

Signatures

/s/ Julia Culkin, attorney-in-fact 02/09/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Reflects a 1 for 2 reverse stock split, effective as of immediately prior to the effectiveness of the Issuer's Registration Statement on Form S-1.
(2) The option became exercisable on May 18, 2005, the six-month anniversary of the date of grant. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option vested upon completion of 12 months of continuous service after October 1, 2004 and the remainder vested in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment through such dates.
(3) Reflects the converted exercise price of each option share pursuant to the 1 for 2 reverse stock split, effective as of immediately prior to the effectiveness of the Issuer's Registration Statement on Form S-1.
(4) The option was exercisable for 20,269.5 shares immediately upon the date of grant, became exercisable for an additional 20,269.5 shares on each of December 31, 2007 and December 31, 2008 and became fully exercisable on December 31, 2009. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option vested upon completion of 12 months of continuous service after February 1, 2008 and the remainder vested in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment through such dates.
(5) The option was exercisable for 30,120 shares immediately upon the date of grant and became exercisable for an additional 30,120 shares on December 31, 2011. The option will become exercisable for an additional 30,120 shares on December 31, 2012 and for the remaining 9,640 shares on December 31, 2013, subject to the Reporting Person's continuous service through such dates. Shares purchased upon exercise of the option are subject to repurchase by the Issuer until vested. 25% of the shares subject to the option vest upon completion of 12 months of continuous service after September 1, 2011 and the remainder vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment through such dates.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.