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 GTCR

6100 SEARS TOWER

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYNAGRO TECHNOLOGIES INC [ SYGR ]

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)
06/21/2005

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	06/21/2005		C		34,723,642	A	⁽¹⁾	34,723,642	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	06/21/2005		C		317,897	A	⁽¹⁾	317,897	I	See Footnotes⁽³⁾⁽⁵⁾
Common Stock	06/21/2005		C		2,486,111	A	⁽¹⁾	2,486,111	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock	06/21/2005		S		22,417,044	D	$4.085	12,306,598	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	06/21/2005		S		205,229	D	$4.085	112,668	I	See Footnotes⁽³⁾⁽⁵⁾
Common Stock	06/21/2005		S		1,604,995	D	$4.085	881,116	I	See Footnotes⁽⁴⁾⁽⁵⁾

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)
Series D Convertible Preferred Stock	$2.5⁽¹⁾	06/21/2005		C			21,374.702	⁽⁶⁾	⁽¹⁾	Common Stock	12,827,959	$1,000	0	I	See Footnotes⁽²⁾⁽⁵⁾
Series E Convertible Preferred Stock	$2.5⁽¹⁾	06/21/2005		C			36,483.879	⁽⁶⁾	⁽¹⁾	Common Stock	21,895,683	$1,000	0	I	See Footnotes⁽²⁾⁽⁵⁾
Series D Convertible Preferred Stock	$2.5⁽¹⁾	06/21/2005		C			529.698	⁽⁶⁾	⁽¹⁾	Common Stock	317,897	$1,000	0	I	See Footnotes⁽³⁾⁽⁵⁾
Series D Convertible Preferred Stock	$2.5⁽¹⁾	06/21/2005		C			3,129.201	⁽⁶⁾	⁽¹⁾	Common Stock	1,877,980	$1,000	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Series E convertible Preferred Stock	$2.5⁽¹⁾	06/21/2005		C			1,013.304	⁽⁶⁾	⁽¹⁾	Common Stock	608,131	$1,000	0	I	See Footnotes⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. Each share of Series D Convertible Preferred Stock and each share of Series E Convertible Preferred Stock (collectively, the "Convertible Preferred Stock") is convertible into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) accrued and unpaid dividends by (2) $2.50 (the "Conversion Price"). The Conversion Price is subject to adjustment pursuant to the terms of the Convertible Preferred Stock. Pursuant to the terms of the Convertible Preferred Stock, the Issuer shall redeem outstanding shares on January 26, 2010.

2. By GTCR Fund VII, L.P. ("GTCR Fund VII").

3. By GTCR Co-Invest L.P. ("GTCR Co-Invest").

4. By GTCR Capital Partners, L.P. ("GTCR Capital").

5. GTCR Fund VII, GTCR Co-Invest and GTCR Capital are direct beneficial owners of the shares of the Issuer's Common Stock upon conversion of the Convertible Preferred Stock set forth above. GTCR Golder Rauner, L.L.C. ("GTCR"), is the general partner of GTCR Partners VII, L.P., which is the general partner of GTCR Fund VII. GTCR is also the general partner of GTCR Co-Invest. In addition, GTCR is the general partner of GTCR Mezzanine Partners, L.P., which is the general partner of GTCR Capital. The Reporting Person is a principal of GTCR and may be deemed to have an indirect pecuniary interest in the Issuer's Common Stock owned by GTCR Fund VII, GTCR Co-Invest and GTCR Capital to the extent of the Reporting Person's direct and indirect proportionate general partnership interests in GTCR Fund VII, GTCR Co-Invest and GTCR Capital. The Reporting Person disclaims beneficial ownership of shares held by GTCR Fund VII, GTCR Co-Invest and GTCR Capital.

6. Immediately.

	/S/ David A. Donnini	06/23/2005
	** 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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