SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Li David Hui

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

466 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2010

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share (??Common Stock??)	4,000,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Senior Exchangeable Note	10/31/2008	04/23/2011	Common Stock	1,000,000⁽⁴⁾	$30⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

Explanation of Responses:

1. Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership ("WP IX"), is the holder of (a) 4,000,000 shares of Common Stock, and (b) a Senior Exchangeable Note, dated April 23, 2008 (the "Note"), issued by Beams Power Investment Limited, a British Virgin Islands limited liability company ("Beams Power"), to WP IX, which is exchangeable for 1,000,000 shares of Common Stock held by Beams Power (see footnote 4). Warburg Pincus IX LLC, a New York limited liability company ("WP IX LLC"), is the sole general partner of WP IX; Warburg Pincus Partners LLC, a New York limited liability company ("WPP LLC"), is the sole member of WP IX LLC; and Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP LLC.

2. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WP IX. As a Member and Managing Director of WP LLC, Mr. David Hui Li may be deemed a beneficial owner of the Common Stock held by WP IX and the Note held by WP IX.

3. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, Mr. David Hui Li herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the shares of Common Stock held by WP IX or the Note held by WP IX. Mr. Li disclaims beneficial ownership of such shares of Common Stock and the Note, except to the extent of his pecuniary interest in such shares of Common Stock and in the Note.

4. The principal amount of the Note is $30,000,000 and is exchangeable at a rate of $30.00 per share of Common Stock.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ David Hui Li	02/14/2010
	** 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 5 (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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