FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Heasley Timothy J	2. Issuer Name and Ticker or Trading Symbol

Synacor, Inc. [ SYNC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer	
(Last)         (First)         (Middle)

C/O SYNACOR, INC., 40 LA RIVIERE DRIVE, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY)

3/31/2021		
(Street)

BUFFALO, NY 14202
(City)       (State)       (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	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 Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 	3/31/2021 	 	U(1)	  	44833 	D	$2.20 	97056 	D 	 	
Common Stock 	4/1/2021 	 	D(2)	  	97056 	D	$2.20 	0 	D 	 	

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	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 of Derivative Security: 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					
Employee Stock Option (right to purchase) 	$2.25 	4/1/2021 	 	D 	  	  	175000  	 (3)	 (3)	Common Stock 	175000.0 	$0 (4)	0 	D 	 	
Employee Stock Option (right to purchase) 	$1.76 	4/1/2021 	 	D 	  	  	25000  	 (5)	 (5)	Common Stock 	25000.0 	$0 (4)	0 	D 	 	

Explanation of Responses:	
(1) 	Represents shares of common stock of Synacor, Inc. (the "Company") that were tendered in the tender offer to SY Merger Sub Corporation for $2.20 per share in cash, less applicable tax witholding, pursuant to the previously announced Agreement and Plan of Merger, dated February 10, 2021, by and among the Company, CLP SY Holding, LLC, and SY Merger Sub Corporation (the "Merger Agreement").	
(2) 	Represents 97,056 restricted stock units that were previously reported on Table 1 and were disposed of pursuant to terms of the Merger Agreement for consideration of $2.20 per restricted stock unit.	
(3) 	Pursuant to terms of the Merger Agreement, each of these out-of-the-money stock options, whether vested or unvested, were forfeited and cancelled without any consideration.	
(4) 	The stock options were originally granted in consideration of the reporting person's services to the Company and without payment consideration.	
(5) 	Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the merger, each outstanding in-the-money stock option, whether vested or unvested, was cancelled and converted into the right to receive $2.20 per stock option in cash less the exercise price of such stock option and applicable tax withholding.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Heasley Timothy J
C/O SYNACOR, INC.
40 LA RIVIERE DRIVE, SUITE 300
BUFFALO, NY 14202			Chief Financial Officer		

Signatures		
/s/ Timothy J. Heasley		4/1/2021	
**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.	
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