SC 13D/A 1 k01310nssc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Syntel Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 87162H103 -------------------------------------------------------------------------------- (CUSIP Number) Daniel M. Moore, Chief Administrative Officer Syntel, Inc. 525 East Big Beaver Road, Suite 300 Troy, MI 48083 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 27, 2005 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. __ NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) CUSIP No. 87162H103 1. Name of Reporting Persons Neerja Sethi 2. Check the Appropriate Box if a Member of a Group 3. SEC Use Only 4. Source of Funds N/A 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America 7. Sole Voting Power 7,000 8. Shared Voting Power 12,617,750* 9. Sole Dispositive Power 7,000 10. Shared Dispositive Power 12,617,750* 11. Aggregate Amount Beneficially Owned by Each Reporting Person 22,926,908 * ** 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 56.1% 14. Type of Reporting Person IN * - The common stock with respect to which Ms. Sethi shares voting and dispositive power includes (i) 12,467,750 shares held by the Bharat Desai Irrevocable Trust Agreement dated December 27, 2004, now known as the BD Trust Agreement dated December 27, 2004 VII ("Trust VII"), (ii) 75,000 shares held by the Bharat Desai Irrevocable Trust f/b/o Saahill Desai dated May 17, 1997, now known as the BD Trust dated May 17, 1997 III ("Trust III"), and (iii) 75,000 shares held by the Bharat Desai Irrevocable Trust f/b/o Pia Desai dated May 17, 1997, now known as the BD Trust dated May 17, 1997 IV ("Trust IV"), over each of which Ms. Sethi acts as co-trustee. Ms. Sethi disclaims beneficial ownership of the 12,617,750 shares held by such trusts, as well as 7,000 shares held by various educational trusts for which Ms. Sethi is the sole trustee. ** - Amount beneficially owned includes 10,302,158 shares Ms. Sethi may acquire within 60 days of the date of this report. This Amendment No. 2 amends the Schedule 13D filed with the Securities and Exchange Commission on January 7, 2005, as amended by Amendment No. 1 filed on February 14, 2005, on behalf of Neerja Sethi (the "Schedule 13D"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and restated as follows: (a) As of the date of this Amendment No. 2, Ms. Sethi is deemed to beneficially own an aggregate of 22,926,908 shares of Common Stock, which represents approximately 56.1% of the outstanding shares of Common Stock, based on the number of shares of Common Stock outstanding on October 31, 2005 as reported in Syntel's most recently available Quarterly Report on Form 10-Q. Ms. Sethi disclaims beneficial ownership of an aggregate of 12,617,750 shares held by the various trusts for which Ms. Sethi acts as co-trustee, as well as 7,000 shares held by various educational trusts for which Ms. Sethi is the sole trustee. (b) Ms. Sethi has sole power to vote, direct the vote, dispose or to direct the disposition over 7,000 shares of Common Stock, and shared power to vote, direct the vote, dispose or to direct the disposition over 12,617,750 shares of Common Stock. Ms. Sethi shares such power to vote, direct the vote, dispose or to direct the disposition with Mr. Parashar Ranade, as co-trustees of the Trust VII, the Trust III and the Trust IV. Mr. Ranade's business address is c/o Syntel, Inc., 701 Brickell Ave., Suite 870, Miami, Florida 33131. Mr. Ranade is an analyst for HIG Capital, a private equity firm located at 1001 Brickell Bay Dr., Miami, FL 33131. During the past five years, Mr. Ranade has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Ranade is a citizen of the United States of America. (c) On December 27, 2005, Mr. Desai transferred 4,000,000 shares of Syntel, Inc. common stock to the Trust VII for tax and estate planning purposes. (d) Not applicable. (e) Not applicable. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true complete and correct. Dated: January 5 2006 /s/ Neerja Sethi ------------------------------- Neerja Sethi