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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DESAI ROHIT M
   2. Issuer Name and Ticker or Trading Symbol
SUNCOM WIRELESS HOLDINGS, INC. [TPC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
410 PARK AVENUE, SUITE 830		 3. Date of Earliest Transaction (Month/Day/Year)
05/10/2006
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/10/2006   A   15,000 A $ 1.42 113,750 D (1)  
Class A Common Stock               9,177,409 (2) (3) I ELI II & PEI III, L.P. (4) (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DESAI ROHIT M
410 PARK AVENUE
SUITE 830
NEW YORK, NY 10022		   X   X    
DESAI CAPITAL MANAGEMENT INC
410 PARK AVENUE
SUITE 830
NEW YORK, NY 10022		     X    

Signatures

 By: /s/ Andre' J. McSherry, Attorney-In-Fact, on behalf of   05/12/2006
**Signature of Reporting Person Date
 /s/ Desai Capital Management, Incorporated,   05/12/2006
**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) These shares were granted to Rohit M. Desai ('Desai') as compensation for his services to the Issuer, and 54,500 of these shares are subject to forfeiture. Desai Capital Management Incorporated ('DCMI') and any entities managed or controlled by DCMI disclaim any beneficial or pecuniary interest in the shares held by Desai.
(2) In addition to Desai, this form is being filed by DCMI. As of May 10, 2006, DCMI may be deemed to indirectly own 9,177,409 shares of Class A Common Stock ('Common Stock') of the Issuer, through its affiliates Private Equity Investors III, L.P. ('PEI III'), and Equity-Linked Investors-II ('ELI II'), which directly own 4,936,832 and 4,240,577 shares of Common Stock, respectively. Rohit M. Desai Associates III, LLC ('RMDA III') is the general partner of PEI III and Rohit M. Desai Associates-II ('RMDA II') is the general partner of ELI II. The business address of DCMI (EIN: 13-3229933) is the same as that of Desai. Because of certain business relationships of the Reporting Persons, they are filing as if they constitute a group solely for information purposes... (continued in footnote 3. )
(3) (continued from footnote 2.) The filing of this report is not an admission by any Reporting Person that such Reporting Person and any other person or persons constitute a 'group' for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the 'Act'), or Rule 13d-5 thereunder or that any Reporting Person is the beneficial owner of, or has a pecuniary interest in, any securities owned by any other person.
(4) This amount represents 4,936,832 shares of Common Stock directly owned by PEI III and 4,240,577 shares of Common Stock directly owned by ELI II. RMDA III and RMDA II may be deemed an indirect beneficial owner by virtue of their pecuniary interest in the Common Stock arising from their relationship as the general partner of PEI III and ELI II, respectively. Desai may be deemed an indirect beneficial owner by virtue of his pecuniary interest in the Common stock arising from his relationship as the managing member of RMDA III, which is the general partner of PEI III, and as the managing partner of RMDA II, which is the general partner of ELI II. DCMI may deemed an indirect beneficial owner by virtue of its pecuniary interest in the Common Stock arising from its relationship as the investment advisor to each of PEI III and ELI II... (continued in footnote 5.)
(5) (continued from footnote 4.) This report shall not be an admission that Desai or DCMI is for purposes of Section 16 of the Act or otherwise, the beneficial owner of any Common Stock owned by any other person.

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