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^*

Hofmann John C

(Last)

(First)

(Middle)

C/O GTCR GOLDER RAUNER, L.L.C.

6100 SEARS TOWER

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYNIVERSE HOLDINGS INC [ SVR ]

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)
03/28/2005

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	03/28/2005		C⁽¹⁾		5,806,813⁽³⁾	A	$16	25,608,766⁽³⁾	I	See footnote⁽⁴⁾
Common Stock	03/28/2005		C⁽¹⁾		2,903,397⁽³⁾	A	$16	12,786,903⁽³⁾	I	See footnote⁽⁵⁾
Common Stock	03/28/2005		C⁽¹⁾		79,742⁽³⁾	A	$16	351,514⁽³⁾	I	See footnote⁽⁶⁾
Common Stock	03/28/2005		C⁽¹⁾		147,083⁽³⁾	A	$16	647,772⁽³⁾	I	See footnote⁽⁷⁾

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)
Class A Cumulative Redeemable Preferred Stock	⁽¹⁾	03/28/2005		C⁽²⁾			65,757	⁽⁸⁾	⁽⁹⁾	Common Stock	5,806,813⁽³⁾	$1,413.05	0	I	See footnote
Class A Cumulative Redeemable Preferred Stock	⁽¹⁾	03/28/2005		C⁽²⁾			32,878.43	⁽⁸⁾	⁽⁹⁾	Common Stock	2,903,397⁽³⁾	$1,413.05	0	I	See footnote
Class A Cumulative Redeemable Preferred Stock	⁽¹⁾	03/28/2005		C⁽²⁾			903.01	⁽⁸⁾	⁽⁹⁾	Common Stock	79,742⁽³⁾	$1,413.05	0	I	See footnote
Class A Cumulative Redeemable Preferred Stock	⁽¹⁾	03/28/2005		C⁽²⁾			1,665.59	⁽⁸⁾	⁽⁹⁾	Common Stock	147,083⁽³⁾	$1,413.05	0	I	See footnote

Explanation of Responses:

1. Each share of Class A Cumulative Redeemable Preferred Stock converted into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued and unpaid dividends through February 9, 2005 by (2) the per share initial public offering price of the Common Stock, which is $16.00.

2. Pursuant to the Issuer's Second Amended and Restated Certificate of Incorporation, each share of Class A Cumulative Redeemable Preferred Stock that was not redeemed with the proceeds from the Issuer's initial public offering of Common Stock was converted into Common Stock on March 28, 2005.

3. The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table II, except to the extent of his pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.

4. GTCR Fund VII, L.P. ("Fund VII") is the direct beneficial owner of the shares reported in Table II. GTCR Partners VII, L.P. ("GTCR Partners VII") is the general partner of Fund VII 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 shares reported in Table II. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Fund VII to the extent of the Reporting Person's indirect proportionate interest in Fund VII.

5. GTCR Fund VII/A, L.P. ("Fund VII/A") is the direct beneficial owner of the shares reported in Table II. GTCR Partners VII is the general partner of Fund VII/A and 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 shares reported in Table II. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Fund VII/A to the extent of the Reporting Person's indirect proportionate interest in Fund VII/A.

6. GTCR Co-Invest, L.P. ("Co-Invest") is the direct beneficial owner of the shares reported in Table II. GTCR is the general partner of Co-Invest. As such, GTCR may be deemed to be the beneficial owner of the shares reported in Table II. GTCR is managed by its members. The Reporting Person is a member of GTCR and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Co-Invest to the extent of the Reporting Person's indirect proportionate interest in Co-Invest.

7. GTCR Capital Partners, L.P. ("Capital Partners") is the direct beneficial owner of the shares reported in Table II. GTCR Mezzanine Partners, L.P. ("Mezzanine Partners") is the general partner of Capital Partners. GTCR Partners VI, L.P. ("GTCR Partners VI") is the general partner of Mezzanine Partners. GTCR is the general partner of GTCR Partners VI. As such, Mezzanine Partners, GTCR Partners VI and GTCR may be deemed to be beneficial owners of the shares reported in Table II. GTCR is managed by its members. The Reporting Person is a member of GTCR, Mezzanine Partners and GTCR Partners VI and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Capital Partners to the extent of the Reporting Person's indirect proportionate interest in Capital Partners.

8. Immediately

9. Not Applicable

	/s/ Jody S. Gale under a Power of Attorney filed on 2/9/05	03/28/2005
	** 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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