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^*

Harman Jason

(Last)

(First)

(Middle)

C/O EPAM SYSTEMS, INC.

41 UNIVERSITY DRIVE, SUITE 202

(Street)

NEWTOWN

18940

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2018

3. Issuer Name and Ticker or Trading Symbol
EPAM Systems, Inc. [ EPAM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP/Co-Head of Global Business

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)
EPAM Common Stock	9,739⁽¹⁾	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)	⁽²⁾	03/31/2024	EPAM Common Stock	3,750	$32.08	D
Employee Stock Option (right to buy)	⁽³⁾	03/23/2025	EPAM Common Stock	7,500	$61.38	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/25/2026	EPAM Common Stock	9,231	$70.52	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/24/2027	EPAM Common Stock	11,878	$73.27	D

Explanation of Responses:

1. Represents restricted stock units remaining from grants that are scheduled to vest on the following schedule. (A) 3000 restricted stock units that vested as to 25% of the shares on each of March 31, 2015, 2016, 2017, and will vest as to 25% of the shares on March 31, 2018; (B) 3000 restricted stock units that vested as to 25% of the shares on each of March 23, 2016 and 2017 and are scheduled to vest as to 25% of the shares on March 23, 2018 and 2019; (C) 4,430 restricted stock units that vested as to 25% of the shares on March 25, 2017 and are scheduled to vest as to 25% of the shares on each of March 25, 2018, 2019, and 2020; and (D) 4,167 restricted stock units that are scheduled to vest as to 25% of the shares on each of March 24, 2018, 2019, 2020 and 2021.

2. The option, representing a right to purchase a total of 15,000 shares, became exercisable as to 25% of the shares on each of March 31, 2015, 2016 and 2017, and will become exercisable as to 25% of the shares oneach of March 31, 2018.

3. The option, representing a right to purchase a total of 15,000 shares, became exercisable as to 25% of the shares on each of March 23, 2016 and 2017, and will become exercisable as to 25% of the shares oneach of March 23, 2018 and 2019.

4. The option, representing a right to purchase a total of 12,308 shares, became exercisable as to 25% of the shares on March 25, 2017, and will become exercisable as to 25% of the shares on each of March 25, 2018, 2019 and 2020.

5. The option, representing a right to purchase a total of 11,878 shares, will become exercisable as to 25% of the shares on each of March 24, 2018, 2019, 2020 and 2021.

Remarks:

	Ginger L. Mosier, as attorney-in-fact	02/22/2018
	** 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.