Statement of Changes in Beneficial Ownership (4)
July 01 2015 - 3:08PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
WADHWANI SUNIL
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2. Issuer Name
and
Ticker or Trading Symbol
IGATE CORP
[
IGTE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
100 SOMERSET CORPORATE BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2015
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(Street)
BRIDGEWATER,, NJ 08807
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/1/2015
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D
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7997625
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D
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$48.00
(1)
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0
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D
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Common Stock
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7/1/2015
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D
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1027500
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D
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$48.00
(1)
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0
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I
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By: Wadhwani Partners No. 1 L.P.
(2)
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Common Stock
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7/1/2015
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D
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682126
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D
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$48.00
(1)
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0
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I
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By: Sunil and Nita Family Foundation
(3)
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Common Stock
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7/1/2015
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D
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480000
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D
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$48.00
(1)
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0
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I
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By: Sunil and Nita Wadhwani Charitable Remainder Unitrust
(4)
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Common Stock
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7/1/2015
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D
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60124
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D
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$48.00
(1)
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0
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I
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By: Wadhwani Partners No. 2 L.P.
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Disposed of pursuant to 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.
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(
2)
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The reported securities are owned directly by Wadhwani Partners No. 1 L.P. and indirectly by the reporting person as the majority-in-interest general partner of this partnership. The reporting person disclaims beneficial ownership of these securities held by Wadhwani Partners No. 1 L.P. except to the extent of his pecuniary interest therein.
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(
3)
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The reported securities are owned directly by Sunil and Nita Wadhwani Family Foundation and indirectly by the reporting person as the majority-in-interest general partner of this partnership. The reporting person disclaims beneficial ownership of these securities held by Sunil and Nita Wadhwani Family Foundation except to the extent of his pecuniary interest therein.
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(
4)
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The reported securities are owned directly by Sunil and Nita Wadhwani Charitable Remainder Unitrust and indirectly by the reporting person as the majority-in-interest general partner of this partnership. The reporting person disclaims beneficial ownership of these securities held by Sunil and Nita Wadhwani Charitable Remainder Unitrust except to the extent of his pecuniary interest therein.
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(
5)
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The reported securities are owned directly by Wadhwani Partners No. 2 L.P. and indirectly by the reporting person as the majority-in-interest general partner of this partnership. The reporting person disclaims beneficial ownership of these securities held by Wadhwani Partners No. 2 L.P. except to the extent of his pecuniary interest therein.
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Remarks:
This form is filed for the avoidance of doubt based upon the previously-announced merger agreement among the issuer and Cap Gemini S.A., Capgemini North America, Inc., and Laporte Merger Sub, Inc.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WADHWANI SUNIL
100 SOMERSET CORPORATE BOULEVARD
BRIDGEWATER,, NJ 08807
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X
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X
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Signatures
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/s/ James J. Barnes, Attorney-in-Fact
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7/1/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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