Edgar Filing: CRAWFORD JAMES III

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CRAWFORD JAMES III

2. Issuer Name and Ticker or Trading Symbol
SI INTERNATIONAL INC [SINT]

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

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

(Last)

(First)

(Middle)

135 S. LASALLE STREET, SUITE 3800

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2005

(Street)

CHICAGO, IL 60603-4131

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 $0.01 per share	11/18/2005	11/18/2005	J⁽¹⁾		302,836	D	$ 28.74	0 ⁽²⁾	I	See footnote ⁽³⁾
Common Stock, par value $0.01 per share	11/18/2005	11/18/2005	S⁽⁴⁾		10,000	D	$ 28.7312	0 ⁽²⁾	I	See footnote ⁽³⁾
Common Stock, par value $0.01 per share	11/18/2005	11/18/2005	S⁽⁵⁾		15,659	D	$ 28.7487	0 ⁽²⁾	I	See footnote ⁽³⁾
Common Stock, par value $0.01 per share	11/18/2005	11/18/2005	J⁽⁶⁾		5,435	A	$ 28.74	14,006 ⁽²⁾	D
Common Stock, par value $0.01 per share	11/18/2005	11/18/2005	J⁽⁷⁾		796	A	$ 28.74	14,006 ⁽²⁾	D
Common Stock, par value $0.01 per share	11/18/2005	11/18/2005	J⁽⁸⁾		1,097	A	$ 28.74	1,976 ⁽²⁾	I	See footnote ⁽²⁾
Common Stock, par value $0.01 per share	11/18/2005	11/18/2005	J⁽⁹⁾		1,097	D	$ 28.74	1,676 ⁽²⁾	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CRAWFORD JAMES III 135 S. LASALLE STREET SUITE 3800 CHICAGO, IL 60603-4131	X

Signatures

Karen C. Fanelli, under Power of Attorney for James E. Crawford III		11/22/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Frontenac VII LIP ("FVII") distributed 302,836 shares of Common Stock of the Issuer on November 18, 2005. After such distribution and the disposition discussed in Footnote 4, FVII holds no shares of Common Stock of the Issuer.
(2)	After giving effect to all transactions reported herein, Mr. Crawford may be deemed to benefically own 17,658 shares of Common Stock of the Issuer (excluding shares issuable upon exercise of stock options), which includes no shares held by Frontenac VII, LP ("FVII"), no shares held by Frontenac Masters VII LP ("Masters"), 14,006 shares owned directly by Mr. Crawford, 1,976 shares held by a trust for Mr. Crawford's wife and daughter, who are trustees of the trust ("LC Trust"), and 1,676 shares held by a trust for Mr. Crawford's wife and son, who are trustees of the trust ("JECIV Trust").
(3)	Mr. Crawford is a member of Frontenac Company VII, LLC ("Frontenac LLC"), the general partner of FVII and Masters. Mr. Crawford disclaims beneficial ownership of the shares held by Frontenac LLC, FVII and Masters. The filing of this form shall not be deemed an admission that Mr. Crawford is, for purposes of Section 16 or otherwise, the beneficial owner of such shares.
(4)	FVII disposed of 10,000 shares of Common Stock of the Issuer on November 18, 2005. After such disposition and the distribution discussed in Footnote 1, FVII holds no shares of Common Stock of the Issuer.
(5)	Masters disposed of 15,659 shares of Common Stock of the Issuer on November 18, 2005. After such disposition, Masters holds no shares of Common Stock of the Issuer.
(6)	On November 18, 2005, as part of the distribution referred to in Footnote 1 above, FVII distributed 40,000 shares to Frontenac LLC, who then distributed its shares to its members, and 5,435 of such shares were distributed to Mr. Crawford. After such distribution and the distribution discussed in Footnote 7, Mr. Crawford owns directly 14,006 shares of Common Stock of the Issuer.
(7)	On November 18, 2005, as part of the distribution referred to in Footnote 1 above, FVII distributed 4,113 shares to Frontenac Investors VII, LLC, who then distributed its shares to its members, and 796 of such shares were distributed to Mr. Crawford. After such distribution and the distribution discussed in Footnote 6, Mr. Crawford owns directly 14,006 shares of Common Stock of the Issuer.
(8)	On November 18, 2005, FVII distributed 40,000 shares to Frontenac LLC, who then distributed its shares to its members, and 1,097 of such shares were distributed to LC Trust. After such distribution, LC Trust owns 1,976 shares of Common Stock of the Issuer.
(9)	On November 18, 2005, FVII distributed 40,000 shares to Frontenac LLC, who then distributed its shares to its members, and 1,097 of such shares were distributed to JECIV Trust. After such distribution, JECIV Trust owns 1,676 shares of Common Stock of the Issuer.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.