Edgar Filing: Miller J Sanford

Ownership Submission

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

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

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1. Name and Address of Reporting Person ^*

Institutional Venture Partners XI LP

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)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING 2, SUITE 250

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2009

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/14/2009		P/K⁽¹⁾		119,840 ⁽¹⁾	A	$ 12.65 ⁽¹⁾	2,322,250	I	By Institutional Venture Partners XI, L.P. ⁽³⁾
Common Stock	04/14/2009		S/K⁽²⁾		119,840 ⁽²⁾	D	$ 12.65 ⁽²⁾	2,202,410	I	By Institutional Venture Partners XI, L.P. ⁽³⁾
Common Stock	04/14/2009		P/K⁽¹⁾		19,185 ⁽¹⁾	A	$ 12.65 ⁽¹⁾	371,775	I	By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾
Common Stock	04/14/2009		S/K⁽²⁾		19,185 ⁽²⁾	D	$ 12.65 ⁽²⁾	352,590	I	By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾
Common Stock								1,193,425	I	By Institutional Venture Partners XII, L.P. ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Call Option (obligation to sell)

$ 62.5

04/14/2009

J/K⁽¹⁾

10/26/2009

Common Stock

45,449

⁽⁶⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Put Option (right to sell)

$ 36.06

04/14/2009

J/K⁽¹⁾

10/26/2009

Common Stock

45,449

⁽⁶⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Put Option (obligation to buy)

$ 24.04

04/14/2009

J/K⁽²⁾

10/26/2009

Common Stock

45,449

⁽⁶⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Call Option (obligation to sell)

$ 62.5

04/14/2009

J/K⁽¹⁾

10/26/2009

Common Stock

7,276

⁽⁶⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Put Option (right to sell)

$ 36.06

04/14/2009

J/K⁽¹⁾

10/26/2009

Common Stock

7,276

⁽⁶⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Put Option (obligation to buy)

$ 24.04

04/14/2009

J/K⁽²⁾

10/26/2009

Common Stock

7,276

⁽⁶⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Call Option (obligation to sell)

$ 65.87

04/14/2009

J/K⁽¹⁾

11/02/2009

Common Stock

19,223

⁽⁷⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Put Option (right to sell)

$ 36.04

04/14/2009

J/K⁽¹⁾

11/02/2009

Common Stock

19,223

⁽⁷⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Put Option (obligation to buy)

$ 24.03

04/14/2009

J/K⁽²⁾

11/02/2009

Common Stock

19,223

⁽⁷⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Call Option (obligation to sell)

$ 65.87

04/14/2009

J/K⁽¹⁾

11/02/2009

Common Stock

3,077

⁽⁷⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Put Option (right to sell)

$ 36.04

04/14/2009

J/K⁽¹⁾

11/02/2009

Common Stock

3,077

⁽⁷⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Put Option (obligation to buy)

$ 24.03

04/14/2009

J/K⁽²⁾

11/02/2009

Common Stock

3,077

⁽⁷⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Call Option (obligation to sell)

$ 68.24

04/14/2009

J/K⁽¹⁾

11/06/2009

Common Stock

43,100

⁽⁸⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Put Option (right to sell)

$ 37.05

04/14/2009

J/K⁽¹⁾

11/06/2009

Common Stock

43,100

⁽⁸⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Put Option (obligation to buy)

$ 24.7

04/14/2009

J/K⁽²⁾

11/06/2009

Common Stock

43,100

⁽⁸⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Call Option (obligation to sell)

$ 68.24

04/14/2009

J/K⁽¹⁾

11/06/2009

Common Stock

6,900

⁽⁸⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Put Option (right to sell)

$ 37.05

04/14/2009

J/K⁽¹⁾

11/06/2009

Common Stock

6,900

⁽⁸⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Put Option (obligation to buy)

$ 24.7

04/14/2009

J/K⁽²⁾

11/06/2009

Common Stock

6,900

⁽⁸⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Call Option (obligation to sell)

$ 66.59

04/14/2009

J/K⁽¹⁾

11/09/2009

Common Stock

12,068

⁽⁹⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Put Option (right to sell)

$ 36.15

04/14/2009

J/K⁽¹⁾

11/09/2009

Common Stock

12,068

⁽⁹⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Put Option (obligation to buy)

$ 24.1

04/14/2009

J/K⁽²⁾

11/09/2009

Common Stock

12,068

⁽⁹⁾

By Institutional Venture Partners XI, L.P. ⁽³⁾

Call Option (obligation to sell)

$ 66.59

04/14/2009

J/K⁽¹⁾

11/09/2009

Common Stock

1,932

⁽⁹⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Put Option (right to sell)

$ 36.15

04/14/2009

J/K⁽¹⁾

11/09/2009

Common Stock

1,932

⁽⁹⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Put Option (obligation to buy)

$ 24.1

04/14/2009

J/K⁽²⁾

11/09/2009

Common Stock

1,932

⁽⁹⁾

By Institutional Venture Partners XI GmbH and Co. Beteiligungs KG ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Institutional Venture Partners XI LP 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA 94025		X
INSTITUTIONAL VENTURE PARTNERS XI GMBH & CO BETEILIGUNGS KG 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA 94025		X
Institutional Venture Management XI, LLC 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA 94025		X
Institutional Venture Partners XII LP 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA 94025		X
Institutional Venture Management XII, LLC 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA 94025		X
Chaffee Todd C 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA 94025		X
FOGELSONG NORMAN A 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA 94025		X
Harrick Stephen J 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA 94025		X
Miller J Sanford 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA 94025		X
Phelps Dennis B 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA 94025		X

Signatures

/s/ Norman A. Fogelsong, Managing Director of Institutional Venture Management XI, LLC		04/15/2009
^**Signature of Reporting Person		Date
/s/ Norman A. Fogelsong, Managing Director of Institutional Venture Management XI, LLC which serves as the sole general partner of Institutional Venture Partners XI, L.P.		04/15/2009
^**Signature of Reporting Person		Date
/s/ Norman A. Fogelsong, Managing Director of Institutional Venture Management XI, LLC which serves as the sole managing limited partner of Institutional Venture Partners XI GmbH & Co. Beteiligungs KG		04/15/2009
^**Signature of Reporting Person		Date
/s/ Norman A. Fogelsong, Managing Director of Institutional Venture Management XII, LLC		04/15/2009
^**Signature of Reporting Person		Date
/s/ Norman A. Fogelsong, Managing Director of Institutional Venture Management XII, LLC which serves as the sole general partner of Institutional Venture Partners XII, L.P.		04/15/2009
^**Signature of Reporting Person		Date
/s/ Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee		04/15/2009
^**Signature of Reporting Person		Date
/s/ Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong		04/15/2009
^**Signature of Reporting Person		Date
/s/ Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick		04/15/2009
^**Signature of Reporting Person		Date
/s/ Melanie Chladek, Attorney-in-Fact for J. Sanford Miller		04/15/2009
^**Signature of Reporting Person		Date
/s/ Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps		04/15/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects the cancellation of a series of "zero-cost collars," each of which consisted of (i) a call option obligating the securityholder to sell shares at a fixed exercise price, and (ii) a put option affording the holder the right to sell shares at a fixed exercise price. Such collars were entered into by the securityholder between October 25, 2007 and November 9, 2007. For purposes of Section 16 of the Securities Exchange Act of 1934, such cancellations may be deemed the purchases of the number of shares of Common Stock underlying such zero-cost collars at the market price of the Common Stock at the time of cancellation, which was $12.65 per share.
(2)	Reflects the cancellation of a series of put options entered into by the securityholder between October 25, 2007 and November 9, 2007 in conjunction with the zero-cost collars referenced in footnote (1). Each such call option obligated the securityholder to purchase shares at a fixed exercise price. For purposes of Section 16 of the Securities Exchange Act of 1934, such cancellations may be deemed the sales of the number of shares of Common Stock subject to such put options at the market price of the Common Stock at the time of cancellation, which was $12.65 per share.
(3)	The securities 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 securities owned by IVP XI, and may be deemed to own beneficially the securities 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 securities held by IVP XI and IVP XI KG. Each of these individuals disclaims beneficial ownership of the securities reported herein, except to the extent of his respective pecuniary interest therein.
(4)	The securities 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 securities 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 securities held by IVP XI KG. Each of these individuals disclaims beneficial ownership of the securities reported herein, except to the extent of his respective pecuniary interest therein.
(5)	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 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 securities reported herein, except to the extent of his respective pecuniary interest therein.
(6)	The holder received consideration of $10.93 per share in connection with the cancellation of this zero-cost collar and the related put option.
(7)	The holder received consideration of $10.90 per share in connection with the cancellation of this zero-cost collar and the related put option.
(8)	The holder received consideration of $11.26 per share in connection with the cancellation of this zero-cost collar and the related put option.
(9)	The holder received consideration of $10.92 per share in connection with the cancellation of this zero-cost collar and the related put option.

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