UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

SYNUTRA INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

87164C 10 2

(CUSIP Number)

Robert B. Knauss, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

(212) 878-0600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

December 22, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨ 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 10 (this “Amendment No. 10”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 20, 2007, as amended by Amendment No. 1 thereto filed with the Commission on April 24, 2008 (“Amendment No. 1”), Amendment No. 2 thereto filed with the Commission on September 2, 2008 (“Amendment No. 2”), Amendment No. 3 thereto filed with the Commission on April 26, 2011 (“Amendment No. 3”), Amendment No. 4 thereto filed with the Commission on May 9, 2011 (“Amendment No. 4”), Amendment No. 5 thereto filed with the Commission on August 11, 2011 (“Amendment No. 5”), Amendment No. 6 thereto filed with the Commission on February 4, 2013 (“Amendment No. 6”), Amendment No. 7 thereto filed with the Commission on March 3, 2014 (“Amendment No. 7”), Amendment No. 8 thereto filed with the Commission on September 14, 2015 (“Amendment No. 8”) and Amendment No. 9 thereto filed with the Commission on September 28, 2015 (“Amendment No. 9”, and together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, the “Initial Schedule 13D”), and is being filed on behalf of Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP IX”), Warburg Pincus IX GP L.P., a Delaware limited partnership and the general partner of WP IX (“WP IX GP”), WPP GP LLC, a Delaware limited liability company and the general partner of WP IX GP (“WPP GP”), Warburg Pincus Partners, L.P., a Delaware limited partnership and managing member of WPP GP (“WP Partners”), Warburg Pincus Partners GP LLC, a Delaware limited liability company and the general partner of WP Partners (“WPP GP LLC”), Warburg Pincus & Co., a New York general partnership and the managing member of WPP GP LLC (“WP”), Warburg Pincus LLC, a New York limited liability company that manages WP IX (“WP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC, who may be deemed to control WP IX, WP IX GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC. WP IX, WP IX GP, WPP GP, WP Partners, WPP GP LLC, WP, WP LLC, Mr. Kaye and Mr. Landy are hereinafter referred to as the “Warburg Pincus Reporting Persons”. The Initial Schedule 13D, as amended by this Amendment No. 10, is being referred to as the “Schedule 13D”. This Amendment No. 10 relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Synutra International, Inc., a Delaware corporation (the “Issuer”). Information in respect of each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Warburg Pincus Reporting Person. All capitalized terms used herein that are not defined herein have the meanings for such terms set forth in the Initial Schedule 13D.

The Warburg Pincus Reporting Persons are filing this Amendment No. 10 because, on December 22, 2015, WP IX and Sparkle Wealthy Limited (“Sparkle Wealthy”) mutually agreed to terminate the previously reported share purchase agreement pursuant to which WP IX had agreed to dispose of all of its shares of Common Stock of the Issuer. As a result, WP IX will retain the 4,000,000 shares of Common Stock of the Issuer that it beneficially owns.

Unless set forth below, all previous Items set forth in the Initial Schedule 13D are unchanged.

Item 4 is hereby amended and restated as follows:

On September 14, 2015, WP IX and Sparkle Wealthy entered into a share purchase agreement pursuant to which WP IX agreed to dispose of all of its shares of Common Stock of the Issuer in a privately negotiated transaction at a price per share of $4.8002. On September 25, 2015, WP IX and Sparkle Wealthy amended the share purchase agreement to extend the contemplated closing date to December 31, 2015 (or such other date on or prior to December 31, 2015 as the parties shall have mutually agreed). On December 22, 2015, WP IX and Sparkle Wealthy mutually agreed to terminate the share purchase agreement. As a result, WP IX will retain the 4,000,000 shares of Common Stock of the Issuer that it beneficially owns.

The foregoing description of the terms of the share purchase agreement and termination agreement is qualified in its entirety by reference to the copy of the share purchase agreement filed as Exhibit 99.6 to the Schedule 13D, as amended by the amendment filed as Exhibit 99.7 to the Schedule 13D, and the copy of the termination agreement filed with this report as Exhibit 99.8, each of which is incorporated herein by reference.

Items 5(a), (b) and (c) of the Initial Schedule 13D are hereby amended and restated in their entirety as follows:

(a) As of December 22, 2015, WP IX is deemed to beneficially own an aggregate of 4,000,000 shares of Common Stock of the Issuer, which represents approximately 7.0% of the outstanding shares of Common Stock of the Issuer, calculated in accordance with Rule 13d-3(d) promulgated under the Exchange Act. This percentage is based on 57,188,582 shares of Common Stock of the Issuer outstanding as of November 9, 2015, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, of Issuer, filed with the Commission on November 9, 2015 (the “ Form 10-Q ”).

Due to their respective relationships with WP IX and each other, the Warburg Pincus Reporting Persons may be deemed to beneficially own, in the aggregate, 4,000,000 shares of Common Stock of the Issuer, which represented approximately 7.0% of the shares of Common Stock of the Issuer outstanding as of November 9, 2015, as disclosed in the Form 10-Q.

Each of WP IX GP, WPP GP, WP Partners, WPP GP LLC, WP, WP LLC, Messrs. Charles R. Kaye and Joseph P. Landy disclaims beneficial ownership of the Issuer’s Common Stock, except to the extent of any indirect pecuniary interest therein.

(b) Each of the Warburg Pincus Reporting Persons is deemed to share with WP IX the power to vote or to direct the vote of and to dispose or to direct the disposition of the 4,000,000 shares of Common Stock of the Issuer.

(c) Except as set forth in Item 4 above, the Warburg Pincus Reporting Persons have not effected any transaction in the Common Stock of the Issuer in the past 60 days.

Item 7 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 23, 2015

Exhibit 99.8

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Agreement”) is entered into on December 22, 2015, by and between Warburg Pincus Private Equity IX, L.P. (“WP”) and Sparkle Wealthy Limited (“Sparkle Wealthy”). WP and Sparkle Wealthy are collectively referred to as “Parties”, and individually as a “Party”.

RECITALS

WHEREAS the Parties hereto entered into that certain share purchase agreement dated September 14, 2015, as amended on September 25, 2015 (the “Share Purchase Agreement”) wherein Sparkle Wealthy agreed to purchase from WP and WP agreed to sell to Sparkle Wealthy 4,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share, of Synutra International, Inc., a Delaware corporation;

WHEREAS, as of the date hereof, the Settlement Date (as defined in the Share Purchase Agreement) and the corresponding sale of Shares by WP to Sparkle Wealthy has not occurred;

WHEREAS, the Parties hereto intend to terminate the Share Purchase Agreement in its entirety; and

WHEREAS, the Parties hereto constitute all of the parties to the Share Purchase Agreement.

AGREEMENT

NOW, THEREFORE, the Parties hereby agree as follows:

1.         Termination. The Share Purchase Agreement is hereby terminated and none of the provisions thereof shall continue to be of any further force and effect. Notwithstanding anything to the contrary herein or in the Share Purchase Agreement, each of the Parties shall be relieved of their duties and obligations arising under the Share Purchase Agreement after the date hereof. Without limiting the generality of the foregoing, following the execution hereof, WP shall have no obligation to sell to Sparkle Wealthy, and Sparkle Wealthy shall have no obligation to purchase from WP, the Shares.

2.         Governing Law; Dispute Resolution. This Agreement shall be governed in all respects by the laws of the New York without regards to conflicts of laws principles. Any dispute, controversy or, claim or difference of any kind whatsoever arising out of, relating to or in connection with this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof, the validity, scope and enforceability of this arbitration provision and any dispute regarding no-contractual obligations arising out of or relating to it (the “Dispute”) shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Center (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force at the time of the commencement of the arbitration. However, if such rules are in conflict with the provisions of this Section 2, including the provisions concerning the appointment of arbitrators, the provisions of this Section 2 shall prevail. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three and the language of the arbitration proceedings and written decisions or correspondence shall be English. Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the tribunal.

3.         Counterpart Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.