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^*

Donnini David

(Last)

(First)

(Middle)

C/O SYNIVERSE HOLDINGS, INC.

8125 HIGHWOODS PALM WAY

(Street)

TAMPA

33647

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYNIVERSE HOLDINGS INC [ SVR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2008

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, par value $0.001 per share	08/12/2008		S		22⁽¹⁾	D	$18.05	9,283	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		22⁽¹⁾	D	$17.8	9,261	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		11⁽¹⁾	D	$17.7	9,250	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		3⁽¹⁾	D	$17.67	9,247	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		1⁽¹⁾	D	$17.66	9,246	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		40⁽¹⁾	D	$17.65	9,206	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		68⁽¹⁾	D	$17.6	9,138	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		109⁽¹⁾	D	$17.55	9,029	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		2⁽¹⁾	D	$17.54	9,027	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		8⁽¹⁾	D	$17.53	9,019	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		8⁽¹⁾	D	$17.52	9,011	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		7⁽¹⁾	D	$17.51	9,004	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/12/2008		S		203⁽¹⁾	D	$17.5	8,801	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/13/2008		S		22⁽¹⁾	D	$17.8	8,779	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/13/2008		S		2⁽¹⁾	D	$17.75	8,777	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/13/2008		S		9⁽¹⁾	D	$17.65	8,768	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/13/2008		S		77⁽¹⁾	D	$17.5	8,691	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/13/2008		S		222⁽¹⁾	D	$17.45	8,469	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/13/2008		S		68⁽¹⁾	D	$17.43	$8,401	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/13/2008		S		14⁽¹⁾	D	$17.39	8,387	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/13/2008		S		54⁽¹⁾	D	$17.38	8,333	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/13/2008		S		3⁽¹⁾	D	$17.36	8,330	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	08/13/2008		S		11⁽¹⁾	D	$17.35	8,319	I	See footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share								2,619,083	I	See footnotes⁽²⁾⁽⁴⁾
Common Stock, par value $0.001 per share								1,307,756	I	See footnotes⁽²⁾⁽⁵⁾
Common Stock, par value $0.001 per share								35,950	I	See footnotes⁽²⁾⁽⁶⁾
Common Stock, par value $0.001 per share								66,250	I	See footnotes⁽²⁾⁽⁷⁾

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. Reflects shares received by GTCR Golder Rauner, L.L.C. ("GTCR") as a result of pro rata distributions from GTCR Co-Invest, L.P. ("Co-Invest") that were exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13 promulgated thereunder.

2. The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table I, except to the extent of his pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.

3. Reflects shares held directly by GTCR. GTCR is managed by its members. The Reporting Person is a member of GTCR and may be deemed to have an indirect pecuniary interest in the shares owned by GTCR to the extent of the Reporting Person's indirect proportionate interest in GTCR.

4. GTCR Fund VII, L.P. ("Fund VII") is the direct beneficial owner of such shares. GTCR Partners VII, L.P. ("GTCR Partners VII") is the general partner of Fund VII and GTCR is the general partner of GTCR Partners VII. As such, GTCR Partners VII and GTCR may be deemed to be beneficial owners of such shares. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the shares owned by Fund VII to the extent of the Reporting Person's indirect proportionate interest in Fund VII.

5. GTCR Fund VII/A, L.P. ("Fund VII/A") is the direct beneficial owner of such shares. GTCR Partners VII is the general partner of Fund VII/A and GTCR is the general partner of GTCR Partners VII. As such, GTCR Partners VII and GTCR may be deemed to be beneficial owners of such shares. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the shares owned by Fund VII/A to the extent of the Reporting Person's indirect proportionate interest in Fund VII/A.

6. Co-Invest is the direct beneficial owner of such shares. GTCR is the general partner of Co-Invest. As such, GTCR may be deemed to be a beneficial owner of such shares. GTCR is managed by its members. The Reporting Person is a member of GTCR and may be deemed to have an indirect pecuniary interest in the shares owned by Co-Invest to the extent of the Reporting Person's indirect proportionate interest in Co-Invest.

7. GTCR Capital Partners, L.P. ("Capital Partners") is the direct beneficial owner of such shares. GTCR Mezzanine Partners, L.P. ("Mezzanine Partners") is the general partner of Capital Partners. GTCR Partners VI, L.P. ("GTCR Partners VI") is the general partner of Mezzanine Partners. GTCR is the general partner of GTCR Partners VI. As such, Mezzanine Partners, GTCR Partners VI and GTCR may be deemed to be beneficial owners of such shares. GTCR is managed by its members. The Reporting Person is a member of GTCR, Mezzanine Partners and GTCR Partners VI and may be deemed to have an indirect pecuniary interest in the shares owned by Capital Partners to the extent of the Reporting Person's indirect proportionate interest in Capital Partners.

Remarks:

This is 3 of 3 reports relating to the same transactions occurring on August 12, 2008 and August 13, 2008.

	/s/ Jody S. Gale under a Power of Attorney	08/14/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.