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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* JP MORGAN SBIC LLC (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SUNCOM WIRELESS HOLDINGS, INC. [ SWSH.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/30/2007		C		7,549,104	A	$0	7,549,104	I	See attached Schedule
Class A Common Stock	01/30/2007		C		376,995	A	$0	376,995	I	See attached Schedule

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	01/30/2007		S			7,549,104	(2)	(3)	Class A Common Stock	7,549,104	(4)	0	I	See attached Schedule
Class B Common Stock	(1)	01/30/2007		S			376,995	(2)	(3)	Class A Common Stock	376,995	(4)	0	I	See attached Schedule
Class B Common Stock	(1)	01/30/2007		C			7,549,104	(2)	(3)	Class A Common Stock	7,549,104	$0	0	I	See attached Schedule
Class B Common Stock	(1)	01/30/2007		C			376,995	(2)	(3)	Class A Common Stock	376,995	$0	0	I	See attached Schedule

1. Name and Address of Reporting Person* JP MORGAN SBIC LLC (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JP MORGAN CAPITAL LP (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JP Morgan Capital Management Company, L.P. (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JP MORGAN CAPITAL MANAGEMENT CO LLC (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SIXTY WALL STREET SBIC FUND LP (Last) (First) (Middle) 270 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sixty Wall Street SBIC CORP (Last) (First) (Middle) 270 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SIXTY WALL STREET FUND LP (Last) (First) (Middle) 270 PARK AVENUE (Street) NEW YORK NY 10017 (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. The Designated Reporter is executing this report on behalf of all Reporting Persons, each of whom has authorized it to do so. Each of such Persons disclaims beneficial ownership of the securities to the extent it exceeds such Person's pecuniary interest therein.

2. On January 30, 2007 JP Morgan SBIC LLC transferred legal ownership of all of its Class B shares of common stock to J.P. Morgan Capital, L.P. As J.P. Morgan Capital, L.P. was already an indirect beneficial owner of these shares this transfer is not reportable by J.P. Morgan Capital, L.P. as it represents merely a change in the form of ownership by J.P. Morgan Capital, L.P. J.P. Morgan Capital, L.P. then converted the Class B shares of common stock into Class A shares of common stock. As a result neither JP Morgan SBIC LLC nor its parent JP Morgan SBIC Holdings LLC retain any direct or indirect beneficial interest in any Class A or Class B shares of common stock of the Issuer.

3. J.P. Morgan Capital Management Company, L.P. is the general partner of J.P. Morgan Capital, L.P. and as such may be deemed to be the beneficial owner of all shares of Class A common stock held directly by J.P. Morgan Capital, L.P. J.P. Morgan Capital Management Company, L.L.C., is the general partner of J.P. Morgan Capital Management Company, L.P. and as such may be deemed to be the beneficial owner of all shares of Class A common stock held directly by J.P. Morgan Capital, L.P. J.P. Morgan Investment Partners, L.P. owns 100% of J.P. Morgan Capital Management Company, L.L.C.

4. On January 30, 2007 Sixty Wall Street SBIC Fund, L.P. transferred legal ownership of all of its Class B shares of common stock to Sixty Wall Street Fund, L.P. As Sixty Wall Street Fund, L.P. was already an indirect beneficial owner of these shares this transfer is not reportable by Sixty Wall Street Fund, L.P. as it represents merely a change in the form of ownership by Sixty Wall Street Fund, L.P. Sixty Wall Street Fund, L.P then converted the Class B shares of common stock into Class A shares of common stock. As a result neither Sixty Wall Street SBIC Fund, L.P. nor its general partner Sixty Wall Street SBIC Corporation retain any direct or indirect beneficial interest in any Class A or Class B shares of common stock of the Issuer. J.P. Morgan Investment Partners, L.P. indirectly owns 100% of Sixty Wall Street Fund, L.P.

	JP Morgan SBIC LLC By: John Wilmot, Managing Director	02/01/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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