Edgar Filing: DynCorp International Inc

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MCKEON ROBERT B

2. Issuer Name and Ticker or Trading Symbol
DynCorp International Inc [DCP]

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)

C/O VERITAS CAPITAL MANAGEMENT, 590 MADISON AVE

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2006

(Street)

NEW YORK, NY 10022

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)
Class A common stock, par value $.01 per share	08/07/2006		P⁽¹⁾		5,300	A	$ 10.5	32,005,300	I ⁽²⁾	Note ⁽²⁾
Class A common stock, par value $.01 per share	08/08/2006		P⁽¹⁾		25,000	A	$ 10.25	32,030,300	I ⁽²⁾	Note ⁽²⁾
Class A common stock, par value $.01 per share	08/08/2006		P⁽¹⁾		25,000	A	$ 10.1	32,055,300	I ⁽²⁾	Note ⁽²⁾
Class A common stock, par value $.01 per share	08/08/2006		P⁽¹⁾		25,000	A	$ 10.05	32,080,300	I ⁽²⁾	Note ⁽²⁾
Class A common stock, par value $.01 per share	08/09/2006		P⁽¹⁾		25,000	A	$ 10.2	32,105,300	I ⁽²⁾	Note ⁽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
MCKEON ROBERT B C/O VERITAS CAPITAL MANAGEMENT 590 MADISON AVE NEW YORK, NY 10022	X	X

Signatures

/s/ Robert B. McKeon		08/09/2006
^**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)	A total of 105,300 shares of Class A common stock, par value $.01 per share, ("Shares") of DynCorp International Inc. (the "Company") were purchased directly by Robert B. McKeon (the "Reporting Person").
(2)	32,000,000 Shares of the Company are held by DIV Holding LLC. The Veritas Capital Fund II, L.P. and its affiliates indirectly own a majority of the Class A membership interests in DIV Holding LLC, a portion of which may be deemed attributable to the Reporting Person as the Reporting Person is the managing member of Veritas Capital Management II, L.L.C., the general partner of Veritas Capital Fund II, L.P. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest in Veritas Capital Fund II, L.P. and DIV Holding LLC.

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