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^*

VOLGENAU ERNST

(Last)

(First)

(Middle)

C/O SRA INTERNATIONAL, INC.

4300 FAIR LAKES COURT

(Street)

FAIRFAX

22033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SRA INTERNATIONAL INC [ SRX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2011

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 Stock	03/18/2008		J⁽²⁾		5,150	D	⁽⁵⁾	200	D
Class A Common Stock	03/18/2008		J⁽²⁾		5,150	A	⁽⁵⁾	111,144	I	By Revocable Trust
Class A Common Stock	07/20/2011		D⁽¹⁾		200	D	$31.25	0	D
Class A Common Stock	07/20/2011		D⁽¹⁾		111,144	D	$31.25	0	I	By Revocable Trust
Class A Common Stock	07/20/2011		D⁽¹⁾		2,170⁽³⁾	D	$31.25	0	I	By 401(k)
Class B Common Stock	07/20/2011		D⁽¹⁾		5,000,000	D	$31.25	0	I	By CRUT I
Class B Common Stock	07/20/2011		D⁽¹⁾		1,000,000	D	$31.25	0	I	By CRUT II
Class B Common Stock	07/20/2011		D⁽¹⁾		270,581	D	$31.25	0	I	By Revocable Trust
Class B Common Stock	07/20/2011		D⁽¹⁾		631,888	D	$31.25	0	I	By GRAT
Class B Common Stock	07/20/2011		D⁽⁴⁾		4,800,000	D	$31.25	0	I	By Revocable Trust

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. Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of March 31, 2011, by and among the issuer, Sterling Parent Inc. and Sterling Merger Inc., providing for the merger of Sterling Merger Inc. with and into SRA International, Inc. (the "Merger").

2. Transfer of shares from direct ownership to Revocable Trust.

3. Includes company matching contributions of 225 shares made on January 25, 2010 and 211 shares made on January 28, 2011.

4. Disposed of in connection with the Merger. These shares of common stock were exchanged for equity interests in Sterling Holdco Inc. ("Holdco"), the parent company of Sterling Parent Inc., and a promissory note issued by Holdco, having an aggregate value of the $31.25 per share merger consideration multiplied by the number of shares exchanged.

5. Not applicable.

	/s/ Mark D. Schultz, attorney-in-fact for Ernst Volgenau	07/21/2011
	** 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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