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^*

Zhang Liang

(Last)

(First)

(Middle)

2275 RESEARCH BLVD., SUITE 500

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Synutra International, Inc. [ SYUT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2008

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)

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)
Senior Exchangeable Note dated April 23, 2008⁽¹⁾	$40	04/23/2008		S			1	⁽²⁾	04/23/2011	Common Stock	750,000⁽³⁾	$30,000,000	0	I	By Beams Power Investment Limited⁽⁴⁾

Explanation of Responses:

1. On April 23, 2008, Beams Power Investment Limited ("Beams") sold a Senior Exchangeable Note (the "Note"), in the aggregate principal amount of $30,000,000, which is convertible at the discretion of the holder into shares of Common Stock of Synutra International, Inc. ("Synutra") held by Beams. Pursuant to the Note, the conversion price will neither be less than $30.00 per share nor more than $40.00 per share, in each such case subject to adjustment for stock dividends, stock splits, rights issuances and certain other events relating to the Common Stock.

2. The Note may be converted at any time and at the discretion of the holder after the earlier to occur of October 31, 2008 and the completion of an underwritten public offering of Synutra Common Stock in which Synutra issues new shares that constitute at least 10% of its outstanding Common Stock.

3. This number of shares assumes that the conversion price is the maximum dollar amount allowed pursuant to the terms of the Note, $40 per share. However, although the conversion price is ultimately subject to the terms of the Note, in no event will the conversion price be less than $30.00 per share or more than $40.00 per share.

4. The direct owner of the securities is Beams Power Investment Limited, or Beams, a British Virgin Islands company. Liang Zhang has dispositive and voting power over investments by Beams. Liang Zhang's wife, Xiuqing Meng, is the sole shareholder and director of Beams. Liang Zhang disclaims beneficial ownership of the securities held by Beams, except to the extent of his pecuniary interests therein.

	/s/ Liang Zhang	04/25/2008
	** 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).
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