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^*

ROBINSON WILLIAM A

(Last)

(First)

(Middle)

1100 CASSATT ROAD

(Street)

BERWYN

19312

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2008

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)
Class A Common	02/22/2008		D		37,000⁽¹⁾	D	$27⁽²⁾	0	D

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. For purpose of effecting a 1 for 10 reverse stock split, SunCom Merger Corp., a wholly owned subsidiary of SunCom Wireless Holdings, Inc. (the "Issuer"), was merged with and into the Issuer on May 15, 2007, with the Issuer as the surviving corporation in this merger. In the merger, each issued and outstanding share of Class A common stock of the Issuer was converted into 0.1 share of Class A common stock of the Issuer. This transaction was exempt pursuant to Rule 16b-7.

2. On February 22, 2008, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of September 16, 2007 (the "Merger Agreement"), among T-Mobile USA, Inc. ("T-Mobile USA"), Tango Merger Sub, Inc. ("Tango Merger Sub") and the Issuer, Tango Merger Sub was merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of T-Mobile USA. Under the Merger Agreement, each share of Class A common stock of the Issuer, other than shares owned by T-Mobile USA, Tango Merger Sub or the Issuer (as treasury stock or otherwise), was cancelled and converted into the right to receive $27.00 in cash, without interest and less any applicable withholding taxes. In reliance upon and in accordance with that certain no-action letter issued to Skadden, Arps, Slate, Meagher & Flom LLP (available January 12, 1999), this transaction was exempt under Rule 16b-3(e).

Remarks:

	/s/ Laura Porter, Attorney-In-Fact	02/26/2008
	** 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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