- Amended Statement of Ownership (SC 13G/A)
May 23 2011 - 6:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)*
SRA International, Inc.
(Name of Issuer)
Class A Common Stock, $.004 par value per share
(Title of Class of Securities)
78464R 10 5
(CUSIP Number)
March 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in
the remainder of this cover page shall not be deemed to be
filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 78464R 10 5
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Page 2 of 5
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ernst Volgenau
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
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(b)
o
Not applicable
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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11,815,983 (1)(2)
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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11,184,095 (3)
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WITH
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8
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SHARED DISPOSITIVE POWER
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631,888 (3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,815,983 shares (1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.2%
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12
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TYPE OF REPORTING PERSON
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IN
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CUSIP No. 78464R 10 5
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Page 3 of 5
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Item 1(a).
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Name of Issuer:
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SRA International, Inc.
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Item 1(b).
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Address of Issuers Principal Executive Offices:
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SRA International, Inc.
4350 Fair Lakes Court
Fairfax, VA 22033
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Item 2(a).
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Name of Person Filing:
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Ernst Volgenau
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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c/o SRA International, Inc.
4350 Fair Lakes Court
Fairfax, VA 22033
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Item 2(c).
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Citizenship:
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United States
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock, $.004 par value per share
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Item 2(e).
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CUSIP Number:
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78464R 10 5
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Item 3.
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the Person Filing is a:
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Not Applicable
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Item 4.
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Ownership.
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(a) Amount Beneficially Owned:
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11,815,983 (1
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)(2)
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(b) Percent of Class:
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20.2
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%
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(c)
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Number of Shares as to Which Such Person Has:
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(i) sole power to vote or to direct the vote:
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0 (1)
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(ii) shared power to vote or to direct the vote:
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11,815,983 (1)(2)
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(iii) sole power to dispose or to
direct the disposition of:
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11,184,095 (3)
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(iv) shared power to dispose or to
direct the disposition of:
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631,888 (3)
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Item 5.
Ownership of Five Percent or Less of a Class.
Not applicable
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
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CUSIP No. 78464R 10 5
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Page 4 of 5
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Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable
Item 8.
Identification and Classification of Members of the Group.
Not applicable
Item 9.
Notice of Dissolution of Group.
Not applicable
Item 10.
Certifications.
Not applicable
(1)
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Includes (i) 111,144 shares of the issuers Class A Common Stock
and 10,415,831 shares of the issuers Class B Common Stock held
by trusts for the benefit of Dr. Volgenau and members of Dr.
Volgenaus family of which Dr. Volgenau is trustee and (ii)
631,888 shares of Class B Common Stock held by a grantor retained
annuity trust for the benefit of members of Dr. Volgenaus family
of which Dr. Volgenaus wife is trustee (collectively with the
trusts referred to in clause (i), the
Affiliated Trusts
). Each
share of the issuers Class B Common Stock entitles its holder to
ten votes and is convertible into one share of Class A Common
Stock at any time. Each share of the issuers Class A Common
Stock entitles its holder to one vote. Accordingly, the shares
reported as beneficially owned by Dr. Volgenau represent
approximately 71% of the combined voting power of the issuers
Class A and Class B Common Stock as of April 30, 2011.
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(2)
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On March 31, 2011, SRA International Inc., Sterling Parent Inc.
and Sterling Merger Inc. entered into an Agreement and Plan of
Merger (the
Merger Agreement
). Concurrently with the execution
of the Merger Agreement, Dr. Volgenau and the Affiliated Trusts
(the
Volgenau Stockholders
) entered into a Voting Agreement
with Sterling Parent Inc. (the
Voting Agreement
), pursuant to
which the Volgenau Stockholders agreed to, among other things,
vote their shares of the issuers Class A Common Stock and Class
B Common Stock (i) in favor of adoption of the Merger Agreement
and any transactions contemplated thereby, (ii) against any
competing proposal and (iii) against any other action, proposal
or transaction that would delay, impede, frustrate, prevent or
nullify the Merger Agreement or the transactions contemplated by
the Merger Agreement. As a result of the Voting Agreement, the
Volgenau Stockholders may be deemed to share with Sterling Holdco
Inc., Sterling Parent Inc. and Sterling Parent Merger Inc. the power to vote or direct the vote of the common stock,
however, Sterling Holdco Inc., Sterling Parent Inc. and Sterling Parent Merger Inc. are not entitled to any rights as
stockholders of the issuer under that agreement. As a result of
the Voting Agreement, the Volgenau Stockholders and Sterling
Holdco Inc., Sterling Parent Inc. and Sterling Parent Merger Inc. may be deemed a group for the purposes of
Sections
13(d) and 13(g) of the Exchange Act of 1934, as amended. A
fuller description of the Merger Agreement and the Voting
Agreement can be found in the issuers Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission (the
SEC
) on April 5, 2011, which description is incorporated herein
by reference. More information regarding the Voting Agreement
can also be found on the Schedule 13D filed with the SEC on April
8, 2011 by Sterling Holdco Inc., Sterling Parent Inc. and
Sterling Merger Inc. The foregoing description of the Voting
Agreement does not purport to be complete and is qualified in its
entirety by reference to the Voting Agreement, which is filed as
Exhibit 7.1 hereto and is incorporated herein by reference.
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(3)
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Under the Voting Agreement, the Volgenau Stockholders have agreed
to certain transfer restrictions on the disposition of shares of
the issuers Class A Common Stock and Class B Common Stock.
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CUSIP No. 78464R 10 5
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Page 5 of 5
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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Date: May 19, 2011
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/s/ Ernst Volgenau
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Ernst Volgenau
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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7.1
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Voting and Support Agreement, dated March 31, 2011, by and
among Sterling Parent Inc., Ernst Volgenau and the Affiliated
Trusts party thereto.
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