Statement of Changes in Beneficial Ownership (4)
02 7월 2015 - 5:06AM
Edgar (US Regulatory)
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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
*
Vemuri Ashok
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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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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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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Stock Option (right to buy)
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$27.10
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9/16/2013
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D
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131250
(1)
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(2)
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9/16/2023
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Common Stock
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131250
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$20.90
(2)
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0
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D
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Restricted Stock Award
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$0
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9/16/2013
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D
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75000
(1)
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(3)
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(3)
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Common Stock
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75000
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$0
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0
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D
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Restricted Stock Award
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$0
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9/16/2013
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D
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300000
(1)
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(4)
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(4)
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Common Stock
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300000
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$0
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0
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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This option, originally representing a right to purchase 150,000 shares, was granted September 16, 2013 and was scheduled to vest in four equal installments of 37,500 shares commencing on September 16, 2014. Pursuant to the terms of the Merger Agreement, this option was canceled in exchange for a cash payment of $2,743,125, 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.
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(
3)
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Represents restricted stock that was scheduled to vest in four equal annual installments beginning on September 16, 2014. The restricted stock was canceled in the merger in exchange for a cash payment of $48.00 per share.
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(
4)
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Represents the target number of performance based restricted shares of Issuer (the "Performance Shares") vesting upon Issuer's attainment of a twelve-month trailing adjusted EBITDA goal of US$ 400 million dollars at any eligible fiscal quarter end on or before June 30, 2017, provided, however, that in the event Issuer attained a twelve-month trailing adjusted EBITDA of US$ 500 million dollars or greater during this period, the number of Performance Shares shall be increased to an aggregate amount of 600,000. The restricted stock was canceled in the merger in exchange for a cash payment of $48.00 per share.
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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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Vemuri Ashok
100 SOMERSET CORPORATE BOULEVARD
BRIDGEWATER,, NJ 08807
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President and CEO
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Signatures
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/s/ James J. Barnes, Attorney-in-Fact for Ashok Vemuri
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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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