FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sircar Sujit
2. Issuer Name and Ticker or Trading Symbol

IGATE CORP [ IGTE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

100 SOMERSET CORPORATE BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2015
(Street)

BRIDGEWATER,, NJ 08807
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   7/1/2015     D    145142   D $48.00   (1) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Stock Option (right to buy)   $11.67   4/14/2010     D         21686   (1)     (2) 4/14/2020   Common Stock   21686   $36.33   (2) 0   D  
 
Restricted Stock Award   $0   5/12/2011     D         88000   (1)     (3)   (3) Common Stock   88000   $0   0   D  
 
Restricted Stock Award   $0   5/12/2011     D         11000   (1)     (4)   (4) Common Stock   11000   $0   0   D  
 
Restricted Stock Award   $0   1/18/2013     D         5000   (1)     (5)   (5) Common Stock   5000   $0   0   D  
 
Restricted Stock Award   $0   7/17/2013     D         30000   (1)     (6)   (6) Common Stock   30000   $0   0   D  
 

Explanation of Responses:
( 1)  Disposed of pursuant to the merger agreement among issuer and Cap Gemini, S.A., CapGemini North America, Inc. and LaPorte Merger Sub, Inc. in exchange for a cash payment of $48.00 per share.
( 2)  This option was granted on April 14, 2010 and vested quarterly over four years at a rate of 25% per year commencing April 14, 2011. Pursuant to the terms of the Merger Agreement, this option was canceled in exchange for a cash payment of $787,852.38, representing the aggregate difference between the merger consideration of $48.00 per share and the exercise price of the option on the effective date of the merger.
( 3)  Represents the target number of performance shares that were to be received upon attainment of the Company's twelve-month trailing adjusted EBITDA goal at any fiscal quarter end within the period of 1/1/11 through 6/30/17 (the "Performance Period"). In the event the Company achieved its maximum twelve-month trailing adjusted EBITDA goal at any fiscal quarter end within the Performance Period, two times the target number of shares were to vest. The restricted shares were canceled in the merger in exchange for a cash payment of $48.00 per share.
( 4)  Represents restricted stock, of which 25% vested on May 12, 2014, 25% vested on May 12, 2015 and 50% were scheduled to vest on May 12, 2016. The restricted shares were canceled in the merger in exchange for a cash payment of $48.00 per share.
( 5)  Represents restricted stock, of which half vested on January 18, 2015 and half were scheduled to vest on January 18, 2017. The restricted shares were canceled in the merger in exchange for a cash payment of $48.00 per share.
( 6)  Represents restricted stock that was scheduled to vest in equal installments of 10,000 shares over four years commencing July 17, 2014, provided that the executive remained employed by the Company on the date of vesting. The restricted shares were canceled in the merger in exchange for a cash payment of $48.00 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sircar Sujit
100 SOMERSET CORPORATE BOULEVARD
BRIDGEWATER,, NJ 08807


Chief Financial Officer

Signatures
/s/ James J. Barnes, Attorney-in-Fact 7/1/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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