UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
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) |
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s 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. |
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).
| CUSIP No. 78464R 10 5 | Page 2 of 5 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
William K. Brehm |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
Not applicable |
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| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER
2,438,253 (1) 6 SHARED VOTING POWER
680,935 (2) 7 SOLE DISPOSITIVE POWER
2,438,253 8 SHARED DISPOSITIVE POWER
680,935 (2) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,119,188 shares (1) (2) |
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
¨
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2% |
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| 12 | TYPE OF REPORTING PERSON
IN |
| CUSIP No. 78464R 10 5 | Page 3 of 5 |
| Item 1 |
(a). |
Name of Issuer:
SRA International, Inc. |
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| Item 1 | (b). |
Address of Issuer’s Principal Executive Offices:
SRA International, Inc. 4350 Fair Lakes Court Fairfax, VA 22033 |
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| Item 2 |
(a). |
Name of Person Filing:
William K. Brehm |
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| Item 2 |
(b). |
Address of Principal Business Office or, if None, Residence:
c/o SRA International, Inc. 4350 Fair Lakes Court Fairfax, VA 22033 |
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| Item 2 |
(c). |
Citizenship:
United States |
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| Item 2 |
(d). |
Title of Class of Securities:
Class A Common Stock, $.004 par value per share |
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| Item 2 |
(e). |
CUSIP Number: 78464R 10 5 | ||||||||||
| Item 3. |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable |
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| CUSIP No. 78464R 10 5 | Page 4 of 5 |
| Item 4. |
Ownership. | |||||||||
| (a) | Amount beneficially owned:
3,119,188 (1)(2) |
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| (b) | Percent of Class:
7.2% |
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| (c) | Number of Shares as to Which Such Person Has: | |||||||||
| (i) | sole power to vote or to direct the vote:
2,438,253 (1) |
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| (ii) | shared power to vote or to direct the vote:
680,935 (2) |
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| (iii) | sole power to dispose or to direct the disposition of:
2,438,253 |
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| (iv) | shared power to dispose or to direct the disposition of:
680,935 (2) |
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| Item 5. |
Ownership of Five Percent or Less of a Class.
Not applicable |
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| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable |
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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 |
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| Item 9. |
Notice of Dissolution of Group.
Not applicable |
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| Item 10. |
Certifications.
Not applicable |
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| (1) | Includes 2,280,637 shares of the issuer’s Class B Common Stock, each share of which entitles its holder to ten votes. Each share of the issuer’s Class A Common Stock entitles its holder to one vote. Accordingly, the shares reported as beneficially owned by Mr. Brehm represent 14.6% of the combined voting power of the issuer’s Class A and Class B Common Stock as of December 31, 2005. |
| (2) | Includes 262,480 shares of Class A Common Stock and 418,455 shares of the issuer’s Class B Common Stock held by grantor retained annuity trusts for the benefit of members of Mr. Brehm’s family of which Mr. Brehm or his wife is a trustee. |
| CUSIP No. 78464R 10 5 | Page 5 of 5 |
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.
| Date: February 14, 2006 |
/s/ William K. Brehm | |
| William K. Brehm |