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^*

SANDLER CAPITAL MANAGEMENT

(Last)

(First)

(Middle)

767 FIFTH AVENUE

45TH FLOOR

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

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

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See "Remarks" below.

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2003

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, $0.01 par value								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)
Series A Preferred Stock	$34.34	10/21/2003		J⁽²⁾			50,892	05/10/2000	05/10/2007	Common Stock	739,435	$0.00⁽²⁾	0	I⁽¹⁾	See Footnote 3⁽³⁾
Series A Preferred Stock	$34.34	10/21/2003		J⁽²⁾			18,821	05/10/2000	05/10/2007	Common Stock	273,460	$0.00⁽²⁾	0	I⁽¹⁾	See Footnote 4⁽⁴⁾
Series A Preferred Stock	$34.34	10/21/2003		J⁽²⁾			1,893.5	05/10/2000	05/10/2007	Common Stock	27,512	$0.00⁽²⁾	0	I⁽¹⁾	See Footnote 5⁽⁵⁾
Series A Preferred Stock	$34.34	10/21/2003		J⁽²⁾			5,245.9	05/10/2000	05/10/2007	Common Stock	76,220	$0.00⁽²⁾	0	I⁽¹⁾	See Footnote 6⁽⁶⁾
Series A Preferred Stock	$34.34	10/21/2003		J⁽²⁾			1,311.5	05/10/2000	05/10/2007	Common Stock	19,056	$0.00⁽²⁾	0	I⁽¹⁾	See Footnote 7⁽⁷⁾
Common Stock Warrant	$0.01	10/21/2003		J⁽²⁾			818,763	05/10/2000	05/10/2007	Common Stock	909,081	$0.00⁽²⁾	0	I⁽¹⁾	See Footnote 3⁽³⁾
Common Stock Warrant	$0.01	10/21/2003		J⁽²⁾			302,799	05/10/2000	05/10/2007	Common Stock	336,201	$0.00⁽²⁾	0	I⁽¹⁾	See Footnote 4⁽⁴⁾
Common Stock Warrant	$0.01	10/21/2003		J⁽²⁾			30,464.3	05/10/2000	05/10/2007	Common Stock	33,825	$0.00⁽²⁾	0	I⁽¹⁾	See Footnote 5⁽⁵⁾
Common Stock Warrant	$0.01	10/21/2003		J⁽²⁾			84,397.5	05/10/2000	05/10/2007	Common Stock	93,707	$0.00⁽²⁾	0	I⁽¹⁾	See Footnote 6⁽⁶⁾
Common Stock Warrant	$0.01	10/21/2003		J⁽²⁾			21,099.4	05/10/2000	05/10/2007	Common Stock	23,427	$0.00⁽²⁾	0	I⁽¹⁾	See Footnote 7⁽⁷⁾

Explanation of Responses:

1. The reporting person is the general partner of Sandler Co-Investment Partners, L.P. ("Sandler Co-Investment") and Sandler Investment Partners, L.P. ("Sandler Investment"). Sandler Investment is the general partner of Sandler Capital Partners V, L.P. ("Sandler V"), Sandler Capital Partners V FTE, L.P. ("Sandler V FTE"), Sandler Capital Partners V Germany, L.P. ("Sandler V Germany") and Sandler Technology Partners, L.P. ("Sandler Technology"). Sandler Technology is the manager of Sandler Technology Partners Subsidiary, LLC ("Sandler Technology Sub"). The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.

2. On October 21, 2003, pursuant to an Exchange Agreement, dated as of October 16, 2003, by and among the Issuer, Sandler V, Sandler V FTE, Sandler V Germany, Sandler Technology Sub, Sandler Co-Investment and the other parties named therein, Sandler V, Sandler V FTE, Sandler V Germany, Sandler Technology Sub and Sandler Co-Investment exchanged all of their shares of Series A Preferred Stock and Warrants to purchase Common Stock for (i) $17,815,362.00, $6,588,563.00, $662,879.00, $1,836,392.00, and $459,084.00, respectively, and (ii) $8,097,892.00, $2,994,801.00, $301,308.00, $834,724.00, and $208,675.00, respectively, in aggregate principal amount of loans pursuant to a term loan agreement, with the Issuer, as borrower.

3. By Sandler Capital Partners V, L.P.

4. By Sandler Capital Partners V FTE, L.P.

5. By Sandler Capital Partners V Germany, L.P.

6. By Sandler Technology Partners Subsidiary, LLC

7. By Sandler Co-Investment Partners, L.P.

Remarks:

By: MJDM Corp., a General Partner As of October 21,2003,the Reporting Person has ceased to be the beneficial owner of more than 10% of the Issuer's Outstanding Common Stock.

	Moira Mitchell, President	10/23/2003
	** 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).
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