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^*

CRAWFORD JAMES III

(Last)

(First)

(Middle)

135 S. LASALLE STREET

SUITE 3800

(Street)

CHICAGO

60603-4131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SI INTERNATIONAL INC [ SINT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Common Stock, par value $0.01 per share⁽²⁾	06/09/2004	06/09/2004	J⁽¹⁾		500,000	D	$21.63	2,202,705⁽²⁾	I	See footnote⁽²⁾
Common Stock, par value $0.01 per share	06/09/2004	06/09/2004	S⁽³⁾		10,000	D	$21.6	125,165⁽²⁾	I	See footnote⁽²⁾
Common Stock, par value $0.01 per share	06/10/2004	06/10/2004	S⁽³⁾		15,000	D	$21.55	110,165⁽²⁾	I	See footnote⁽²⁾
Common Stock, par value $0.01 per share	06/09/2004	06/09/2004	J⁽⁴⁾		7,823	A	$21.63	7,823⁽²⁾	I	See footnote⁽²⁾

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)

Explanation of Responses:

1. Frontenac VII LP ("FVII") distributed 500,000 shares of Common Stock of the Issuer on June 9, 2004 in a pro rata distribution to its limited partners. After such distribution, FVII holds 2,202,705 shares of Common Stock of the Issuer.

2. After giving effect to all transactions reported herein, Mr. Crawford may be deemed to beneficially own 2,320,693 shares of Common Stock of the Issuer, which includes 2,202,705 shares held by FVII, 110,165 shares held by Frontenac Masters VII, LP ("Masters") and 7,823 shares held by Frontenac Investors VII, LLC ("Investors"). Mr. Crawford is a member of Frontenac Company VII, L.L.C., the general partner of FVII and the general partner of Masters, and is a member of Investors. Mr. Crawford disclaims beneficial ownership of the shares held by FVII and Masters, and disclaims beneficial ownership of the shares held by Investors except to the extent of his pecuniary interest therein. The filing of this form shall be be deemed an admission that Mr. Crawford is, for purposes of Section 16 or otherwise, the beneficial owner of such shares.

3. Masters sold 10,000 shares of Common Stock of the Issuer on June 9, 2004 and 15,000 shares of Common Stock on June 10, 2004. After such sales, Masters holds 110,165 shares of Common Stock of the Issuer.

4. Investors received 7,823 shares of Common Stock of the Issuer on June 9, 2004 as part of a pro rata distribution to the limited partners of Frontenac VII.

	Karen C. Fanelli, under Power of Attorney for James E. Crawford III	06/14/2004
	** 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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