SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

LEHMAN BROTHERS HOLDINGS INC

(Last)

(First)

(Middle)

745 SEVENTH AVENUE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2007

3. Issuer Name and Ticker or Trading Symbol
INFOCROSSING INC [ IFOX ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,141	I	By Lehman Brothers Inc.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
4.0% Convertible Senior Notes due 07/15/2024	07/01/2007	07/15/2024⁽¹⁾	Common Stock	2,564,933	$12.69	I	By Lehman Brothers Inc. and LB I Group Inc.

Explanation of Responses:

1. The market price condition with respect to the conversion of the 4.0% Convertible Senior Notes due July 15, 2024 (the ?Notes?), as described in the Issuer?s Prospectus Amendment No. 1 to Prospectus Filed August 19, 2004, dated December 29, 2004, was satisfied as of close of trading on June 15, 2007. As a result, the Notes will become convertible on July 1, 2007 and will remain convertible until September 30, 2007.

Remarks:

JOINT FILER INFORMATION Title of Securities: Common Stock and 4.0% Convertible Senior Notes due 7/15/2024 Issuer & Ticker Symbol: Infocrossing Inc. (IFOX) Designated Filer: Lehman Brothers Holdings Inc., a Delaware corporation Other Joint Filers: Lehman Brothers Inc., a Delaware corporation, a direct wholly-owned subsidiary of the Reporting Person and direct 100% parent of LB I Group Inc. 745 Seventh Avenue New York, NY 10019 LB I Group Inc., a Delaware corporation, a direct wholly-owned subsidiary of Lehman Brothers Inc. 399 Park Avenue New York, NY 10019 Date of event requiring statement: June 15, 2007 Signature on behal of other joint filers: /s/ Barrett S. DiPaolo, Authorized Signatory

	/s/ Barrett S. DiPaolo	06/20/2007
	** 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 5 (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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