SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Trussell Jason

(Last)

(First)

(Middle)

6528 KAISER DRIVE

(Street)

FREMONT

94555

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2008

3. Issuer Name and Ticker or Trading Symbol
IGATE CORP [ IGTE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & Regional Manager - Canada

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	131,828	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	10/15/2009	Common Stock	5,000	$12.375	D
Employee Stock Option (right to buy)	⁽²⁾	08/25/2013	Common Stock	284	$0.01⁽⁹⁾	D
Employee Stock Option (right to buy)	⁽³⁾	08/25/2013	Common Stock	4,508	$0.08⁽¹⁰⁾	D
Employee Stock Option (right to buy)	⁽⁴⁾	11/09/2013	Common Stock	22,838	$0.08⁽¹⁰⁾	D
Employee Stock Option (right to buy)	⁽⁵⁾	11/09/2013	Common Stock	1,442	$0.01⁽⁹⁾	D
Employee Stock Option (right to buy)	06/03/2009	11/20/2013	Common Stock	1,234	$2.11⁽¹⁰⁾	D
Employee Stock Option (right to buy)	06/03/2009	11/20/2013	Common Stock	78	$0.01⁽⁹⁾	D
Employee Stock Option (right to buy)	⁽⁶⁾	09/06/2012	Common Stock	5,409	$0.08⁽¹⁰⁾	D
Employee Stock Option (right to buy)	09/06/2010	09/06/2012	Common Stock	137	$0.01⁽⁹⁾	D
Employee Stock Option (right to buy)	09/30/2008	09/06/2012	Common Stock	205	$0.01⁽⁹⁾	D
Employee Stock Option (right to buy)	⁽⁷⁾	10/11/2012	Common Stock	151	$0.08⁽¹⁰⁾	D
Employee Stock Option (right to buy)	⁽⁸⁾	10/11/2012	Common Stock	10	$0.01⁽⁹⁾	D

Explanation of Responses:

1. The options vest as follows: 1,666 shares vested on 10/18/2000, 1,666 shares vested on 10/18/2001 and 1,668 shares vested on 10/18/2002.

2. The options vest as follows: 142 shares will vest on 7/25/2009 and 142 shares will vest on 7/25/2011.

3. The options vest as follows: 2,254 shares will vest on 7/25/2009 and 2,254 shares will vest on 7/25/2011.

4. The options vest as follows: 11,419 shares will vest on 10/9/2009 and 11,419 shares will vest on 10/9/2011.

5. The options vest as follows: 721 shares will vest on 10/09/2009 and 721 shares will vest on 10/9/2011.

6. The options vest as follows: 3,246 shares vested on 9/6/2008 and 2,163 shares will vest on 9/6/2010.

7. The options vest as follows: 76 shares vested on 10/11/2008 and 75 shares will vest on 4/11/2009.

8. The options vest as follows: 5 shares vested 10/11/2008 and 5 shares will vest on 4/11/2009.

9. The options were granted on 9/30/08 in connection with the spin-off of the business of Mastech Holdings Inc.

10. Pursuant to the delisting of iGate Global Solutions Limited ("iGS") from the Bombay Stock Exchange Limited, the National Stock Exchange of India Limited and the Bangalore Stock Exchange Limited, Mr. Trussell was given the right to convert existing iGS options into options to purchase iGate Corp. Common Stock, and exercised such right on 12/7/2007.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Eric L. Billings, attorney-in-fact	04/01/2009
	** 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 5 (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).
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