Syniverse Holdings Inc - Statement of Changes in Beneficial Ownership (4)
August 20 2008 - 6:35PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GTCR PARTNERS VII L P
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2. Issuer Name
and
Ticker or Trading Symbol
SYNIVERSE HOLDINGS INC
[
SVR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See remarks below
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(Last)
(First)
(Middle)
C/O GTCR GOLDER RAUNER, L.L.C., SEARS TOWER #6100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/18/2008
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(Street)
CHICAGO, IL 60606-6402
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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99
(1)
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D
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$17.165
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505114
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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590
(1)
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D
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$17.16
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504524
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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197
(1)
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D
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$17.155
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504327
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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8279
(1)
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D
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$17.15
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496048
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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99
(1)
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D
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$17.145
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495949
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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2760
(1)
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D
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$17.14
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493189
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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296
(1)
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D
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$17.135
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492893
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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3646
(1)
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D
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$17.13
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$489247
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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2957
(1)
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D
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$17.12
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486290
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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1774
(1)
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D
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$17.11
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484516
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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2760
(1)
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D
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$17.1
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481756
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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4237
(1)
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D
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$17.09
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477519
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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99
(1)
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D
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$17.08
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477420
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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985
(1)
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D
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$17.07
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476435
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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493
(1)
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D
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$17.06
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475942
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D
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Common Stock, par value $0.001 per share
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8/19/2008
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S
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985
(1)
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D
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$17.05
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474957
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D
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Common Stock, par value $0.001 per share
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3926839
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I
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See footnote
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Reflects shares received by GTCR Partners VII, L.P. ("GTCR Partners VII") as a result of pro rata distributions from GTCR Fund VII, L.P. ("Fund VII") and GTCR Fund VII/A, L.P. ("Fund VII/A") that were exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13 promulgated thereunder.
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(
2)
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Reflects 2,619,083 shares held directly by Fund VII and 1,307,756 shares held directly by Fund VII/A. GTCR Partners VII is the general partner of Fund VII and Fund VII/A, and GTCR Golder Rauner, L.L.C. ("GTCR") is the general partner of GTCR Partners VII. As such, GTCR Partners VII and GTCR may be deemed to be beneficial owners of the 3,926,839 shares reported in Table I. GTCR Partners VII and GTCR expressly disclaim beneficial ownership of such shares reported in Table I, except to the extent of their pecuniary interest therein. The filing of this form shall not be deemed an admission that GTCR Partners VII or GTCR is, for Section 16 purposes or otherwise, the beneficial owner of such shares, except to the extent of their pecuniary interest therein.
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Remarks:
The Reporting Person may be deemed a director by virtue of its members serving on the board of directors of Syniverse Holdings, Inc. This is 2 of 2 reports relating to sale transactions occurring on August 18, 2008 and August 19, 2008.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GTCR PARTNERS VII L P
C/O GTCR GOLDER RAUNER, L.L.C.
SEARS TOWER #6100
CHICAGO, IL 60606-6402
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See remarks below
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GTCR GOLDER RAUNER LLC
C/O GTCR GOLDER RAUNER, LLC
SEARS TOWER #6100
CHICAGO, IL 60606-6402
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See remarks below
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Signatures
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/s/ Jody S. Gale under a Power of Attorney
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8/20/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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