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^*

Kruzner David

(Last)

(First)

(Middle)

6528 KAISER DRIVE

(Street)

FREMONT

94555

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/13/2012

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)
	See Remarks

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	2,500⁽¹⁾	D
Common Stock	22,000⁽²⁾	D
Common Stock	88,000⁽³⁾	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)	⁽⁴⁾	03/01/2020	Common Stock	55,000	$9.07	D

Explanation of Responses:

1. Represents restricted stock, all of which will vest on March 1, 2014.

2. Represents restricted stock, of which 5,500 shares will vest on May 12, 2014, 5,500 shares will vest on May 12, 2015 and 11,000 shares will vest on May 12, 2016.

3. Represents the target number of performance shares to be received upon attainment of the Company's twelve-month trailing adjusted EBITDA goal at any fiscal quarter end within the five and a half year period of January 1, 2011 through June 30, 2016 (the "Performance Period"). In the event the Company achieves its maximum twelve-month trailing adjusted EBITDA goal at any fiscal quarter end within the Performance Period, two times the target number of shares will vest.

4. The options vest as follows: 13,750 shares each vested on March 1, 2011 and March 1, 2012, and 13,750 shares each will vest on March 1, 2013 and March 1, 2014.

Remarks:

EVP and Co-Head of Consulting & Solutions Exhibit List Exhibit 24 - Power of Attorney

	/s/ Teresa V. Pahl, Attorney-in-Fact	04/23/2012
	** 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).
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 Number.