SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DESAI ROHIT M

(Last)

(First)

(Middle)

410 PARK AVENUE

SUITE 830

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUNCOM WIRELESS HOLDINGS, INC. [ TPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2005

4. If Amendment, Date of 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

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)
Class A Common Stock	05/13/2005		A		15,000	A	$1.98	98,750⁽¹⁾	D
Class A Common Stock								9,177,409⁽²⁾⁽³⁾	I	ELI II & PEI III, L.P.⁽⁴⁾⁽⁵⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

DESAI ROHIT M

(Last)

(First)

(Middle)

410 PARK AVENUE

SUITE 830

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DESAI CAPITAL MANAGEMENT INC

(Last)

(First)

(Middle)

410 PARK AVENUE

SUITE 830

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares were granted to Rohit M. Desai ('Desai') as compensation for his services to the Issuer, and 59,250 of these shares are subject to forfeiture. Desai Capital Management Incorporated ('DCMI') and any entities managed or controlled by DCMI disclaim any beneficial or pecuniary interest in the shares held by Desai.

2. In addition to Desai, this form is being filed by DCMI. As of May 13, 2005, DCMI may be deemed to indirectly own 9,177,409 shares of Class A Common Stock ('Common Stock') of the Issuer, through its affiliates Private Equity Investors III, L.P. ('PEI III'), and Equity-Linked Investors-II ('ELI II'), which directly own 4,936,832 and 4,240,577 shares of Common Stock, respectively. Rohit M. Desai Associates III, LLC ('RMDA III') is the general partner of PEI III and Rohit M. Desai Associates-II ('RMDA II') is the general partner of ELI II. The business address of DCMI (EIN: 13-3229933) is the same as that of Desai. Because of certain business relationships of the Reporting Persons, they are filing as if they constitute a group solely for information purposes... (continued in footnote 3. )

3. (continued from footnote 2.) The filing of this report is not an admission by any Reporting Person that such Reporting Person and any other person or persons constitute a 'group' for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the 'Act'), or Rule 13d-5 thereunder or that any Reporting Person is the beneficial owner of, or has a pecuniary interest in, any securities owned by any other person.

4. This amount represents 4,936,832 shares of Common Stock directly owned by PEI III and 4,240,577 shares of Common Stock directly owned by ELI II. RMDA III and RMDA II may be deemed an indirect beneficial owner by virtue of their pecuniary interest in the Common Stock arising from their relationship as the general partner of PEI III and ELI II, respectively. Desai may be deemed an indirect beneficial owner by virtue of his pecuniary interest in the Common stock arising from his relationship as the managing member of RMDA III, which is the general partner of PEI III, and as the managing partner of RMDA II, which is the general partner of ELI II. DCMI may deemed an indirect beneficial owner by virtue of its pecuniary interest in the Common Stock arising from its relationship as the investment advisor to each of PEI III and ELI II... (continued in footnote 5.)

5. (continued from footnote 4.) This report shall not be an admission that Desai or DCMI is for purposes of Section 16 of the Act or otherwise, the beneficial owner of any Common Stock owned by any other person.

Remarks:

	/s/ Desai, Rohit M.	05/17/2005
	/s/ Desai Capital Management, Incorporated,	05/17/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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