SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Vemuri Ashok

(Last)

(First)

(Middle)

100 SOMERSET CORPORATE BOULEVARD

(Street)

BRIDGEWATER,

08807

(City)

(State)

(Zip)

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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$27.1	09/16/2013		D			131,250⁽¹⁾	⁽²⁾	09/16/2023	Common Stock	131,250	$20.9⁽²⁾	0	D
Restricted Stock Award	$0	09/16/2013		D			75,000⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	75,000	$0	0	D
Restricted Stock Award	$0	09/16/2013		D			300,000⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	300,000	$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, 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.

3. 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.

4. 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.

Remarks:

	/s/ James J. Barnes, Attorney-in-Fact for Ashok Vemuri	07/01/2015
	** 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).
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