- Statement of Changes in Beneficial Ownership (4)
21 Juillet 2011 - 5:30PM
Edgar (US Regulatory)
FORM 4
[
X
]
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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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
Estimated average burden
hours per response...
0.5
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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
*
VOLGENAU ERNST
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2. Issuer Name
and
Ticker or Trading Symbol
SRA INTERNATIONAL INC
[
SRX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SRA INTERNATIONAL, INC., 4300 FAIR LAKES COURT
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/20/2011
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(Street)
FAIRFAX, VA 22033
(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)
_
X
_ Form filed by One Reporting Person
___ 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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Class A Common Stock
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3/18/2008
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J
(2)
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5150
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D
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(5)
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200
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D
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Class A Common Stock
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3/18/2008
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J
(2)
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5150
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A
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(5)
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111144
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I
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By Revocable Trust
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Class A Common Stock
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7/20/2011
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D
(1)
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200
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D
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$31.25
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0
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D
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Class A Common Stock
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7/20/2011
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D
(1)
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111144
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D
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$31.25
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0
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I
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By Revocable Trust
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Class A Common Stock
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7/20/2011
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D
(1)
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2170
(3)
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D
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$31.25
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0
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I
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By 401(k)
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Class B Common Stock
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7/20/2011
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D
(1)
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5000000
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D
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$31.25
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0
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I
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By CRUT I
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Class B Common Stock
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7/20/2011
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D
(1)
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1000000
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D
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$31.25
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0
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I
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By CRUT II
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Class B Common Stock
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7/20/2011
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D
(1)
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270581
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D
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$31.25
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0
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I
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By Revocable Trust
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Class B Common Stock
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7/20/2011
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D
(1)
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631888
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D
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$31.25
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0
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I
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By GRAT
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Class B Common Stock
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7/20/2011
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D
(4)
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4800000
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D
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$31.25
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0
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I
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By Revocable Trust
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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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Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of March 31, 2011, by and among the issuer, Sterling Parent Inc. and Sterling Merger Inc., providing for the merger of Sterling Merger Inc. with and into SRA International, Inc. (the "Merger").
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(
2)
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Transfer of shares from direct ownership to Revocable Trust.
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(
3)
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Includes company matching contributions of 225 shares made on January 25, 2010 and 211 shares made on January 28, 2011.
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(
4)
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Disposed of in connection with the Merger. These shares of common stock were exchanged for equity interests in Sterling Holdco Inc. ("Holdco"), the parent company of Sterling Parent Inc., and a promissory note issued by Holdco, having an aggregate value of the $31.25 per share merger consideration multiplied by the number of shares exchanged.
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(
5)
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Not applicable.
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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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VOLGENAU ERNST
C/O SRA INTERNATIONAL, INC.
4300 FAIR LAKES COURT
FAIRFAX, VA 22033
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X
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X
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Signatures
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/s/ Mark D. Schultz, attorney-in-fact for Ernst Volgenau
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7/21/2011
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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