UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12 15, 2018

SYNIVERSE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32432	30-0041666
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

8125 Highwoods Palm Way

Tampa, Florida 33647

Telephone: (813) 637-5000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~☐ ~~7.01~~Soliciting ~~Regulation~~material FDpursuant ~~Disclosure~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

On☐ ~~February~~Pre-commencement 9,communications ~~2018, Syniverse Foreign Holdings Corporation, a Delaware corporation (the “Company”) and a wholly owned subsidiary of Syniverse Holdings Inc., delivered notice of conditional full redemption~~ pursuant to ~~the~~Rule ~~Indenture, dated as of January 11, 2017, between the Company and Wilmington Trust, National Association, as Trustee, as supplemented by the First Supplemental Indenture, dated as of January 11, 2017~~ 14d-2(~~the “Indenture”~~b), ofunder the ~~Company’s~~Exchange ~~$369,547,000~~Act ~~aggregate principal amount of outstanding 9.125% senior notes due 2022~~ (~~the~~17 ~~“Notes”),~~CFR ~~in connection with the previously announced possible refinancing of its approximately $1~~240.55 billion aggregate principal amount of outstanding senior credit facilities. The redemption is subject to the satisfaction of specified conditions precedent set forth in the redemption notice, including the availability of funds, including from the incurrence of additional indebtedness in a form, which may include additional senior secured indebtedness, on terms and subject to conditions, and pursuant to documentation that is in each case in form and substance, satisfactory to the Company, in its sole and absolute discretion, that the Company 14d-2(~~in its sole and absolute discretion~~b) ~~wishes to apply to the redemption.~~ )

~~The~~☐ ~~redemption~~Pre-commencement ~~price~~communications ~~with~~pursuant ~~respect~~ to ~~any~~Rule ~~redeemed~~13e-4(c) ~~note~~under ~~will be equal to 101.000% of~~ the ~~principal~~Exchange ~~amount~~Act of(17 ~~such~~CFR ~~note, plus the amount of accrued and unpaid interest to, but excluding, the redemption date~~240.13e-4(c))

~~This~~Indicate ~~report~~by ~~does~~check ~~not~~mark ~~constitute~~whether ~~a notice of redemption under~~ the ~~Indenture~~registrant ~~nor~~is an ~~offer~~emerging togrowth ~~tender~~company ~~for,~~as defined orin ~~purchase,~~Rule ~~any~~405 ~~notes~~of orthe ~~any~~Securities ~~other~~Act ~~security. There~~of ~~can~~1933 be(§230.405 noof ~~assurances~~this ~~that~~chapter) ~~the~~or ~~conditions~~Rule ~~precedent~~12b-2 toof the ~~redemption~~Securities ~~will~~Exchange beAct ~~satisfied~~of or1934 ~~that~~(§240.12b-2 ~~the~~of ~~redemption~~this ~~will occur~~chapter).

~~This~~Emerging ~~Current~~growth ~~Report~~company on☐ Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

~~The~~If ~~information~~an ~~included~~emerging ingrowth company, ~~this~~indicate ~~Item 7.01~~by ~~shall~~check ~~not~~mark beif ~~deemed~~the toregistrant behas ~~“filed”~~elected ~~for~~not ~~purposes~~to ofuse ~~Section 18 of~~ the ~~Securities~~extended ~~Exchange~~transition ~~Act~~period offor ~~1934,~~complying aswith ~~amended~~any ~~(the~~new ~~“Exchange Act”),~~ or ~~otherwise~~revised ~~subject~~financial toaccounting ~~the~~standards ~~liabilities~~provided ofpursuant ~~that section, and shall not be deemed~~ to beSection 13(a) ~~incorporated by reference into any~~ of the ~~Company’s filings under the Securities Act or the~~ Exchange Act,. ~~whether~~☐ ~~made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.~~

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 8, 2018, the Board of Directors of Syniverse Corporation (“Syniverse”) approved the Third Amendment to the 2011 Equity Incentive Plan (the “Plan”) to increase the number of shares of its common stock available for issuance under the Plan from 14,291,667 to 17,791,667. Under the Plan, directors, employees (including executive officers) and consultants of Syniverse and its subsidiaries, including Syniverse Holdings, Inc., may be granted Syniverse common stock awards, including options, stock purchase rights, restricted stock or restricted stock units.

Item 9.01

Financial Statements and Exhibits.


Exhibit 10.1		Third Amendment to the 2011 Equity Incentive Plan of Syniverse Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Dated~~Date: February 1215, 2018


SYNIVERSE HOLDINGS, INC.
(Registrant)

By:		/s/ Laura E. Binion
Name:		Laura E. Binion
Title:		Senior Vice President and General Counsel

Filing Compare · SYNIVERSE HOLDINGS INC