Bernstein Martin Francis 4
4 · SYNCHRONOSS TECHNOLOGIES INC · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Synchronoss (SNCR) Director Martin Bernstein Sells Shares
What Happened
Director Martin (Francis) Bernstein recorded dispositions tied to the company’s merger. The Form 4 shows 60,498 non‑derivative shares and 3,334 derivative shares were converted/cancelled and paid out at the merger price of $9.00 per share, for a combined cash value of approximately $574,488. These were not open‑market sales but disposals to the issuer as part of the merger closing.
Key Details
- Transaction date: 2026-02-13; Merger consideration: $9.00 per share.
- Shares disposed: 60,498 (non‑derivative) + 3,334 (derivative) = 63,832 total shares.
- Total cash received (approx.): 63,832 × $9.00 = $574,488.
- Post‑transaction status: At the Effective Time of the merger, all issued and outstanding common shares were cancelled and converted into the cash Merger Consideration, so common‑share ownership was eliminated. Outstanding options were treated per the merger (see below).
- Filing timeliness: Form 4 filed 2026-02-13 (same day as reported transaction).
- Notable footnotes:
- F1: Dispositions occurred pursuant to the Merger Agreement — all common shares were cancelled for $9.00/share.
- F3/F4: All outstanding options vested as of the Effective Time and were cancelled; vested options were converted into a cash payment equal to (Merger Consideration − exercise price) × vested shares, with applicable withholding. Options with exercise price ≥ $9.00 converted for $0.
Context
This activity was a merger cash-out (company acquisition), not a typical insider market sale. The derivative line reflects cancellation/conversion of vested stock options into a cash payout per the merger formula; it does not necessarily indicate a voluntary decision to sell stock in the open market. Purchases by insiders are generally more informative about confidence than mandatory or merger-related dispositions.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-13−60,498→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F2][F4][F3]2026-02-13−3,334→ 0 totalExercise: $26.19Exp: 2028-08-05→ Common Stock (3,334 underlying)
Footnotes (4)
- [F1]The shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of December 3, 2025 (the "Merger Agreement"), by and among the Issuer, Lumine Group US Holdco Inc., a Delaware corporation, and Skyfall Merger Sub Inc., a Delaware corporation, whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were cancelled and automatically converted into the right to receive $9.00 per share in cash, without interest (the "Merger Consideration").
- [F2]The number of non-derivative shares reported in this Form 4 account for the one-for-nine Reverse Stock Split effected by the Issuer on December 11, 2023 (the "Reverse Stock Split"). No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the nearest whole number.
- [F3]As of the Effective Time, all outstanding options have vested and are fully exercisable.
- [F4]Pursuant to the Merger Agreement, each vested stock option was cancelled and automatically converted into the right to receive an amount in cash determined by multiplying (x) the excess, if any, of the Merger Consideration over the applicable exercise price of such option by (y) the number of vested shares subject to such option (the "Option Payment"), less all applicable deductions and withholdings required by law to be withheld in respect of such payment; provided, however, that the Option Payment for each option with an exercise price equal to or greater than $9.00 was $0 and such option was cancelled for no consideration.