0001013594-11-000500.txt : 20111202 0001013594-11-000500.hdr.sgml : 20111202 20111202171540 ACCESSION NUMBER: 0001013594-11-000500 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111202 DATE AS OF CHANGE: 20111202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Patni Computer Systems LTD CENTRAL INDEX KEY: 0001324503 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: K7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82642 FILM NUMBER: 111241246 BUSINESS ADDRESS: STREET 1: ARKUTI SOFTECH PARK STREET 2: MIDC CROSS ROAD NO.21 CITY: ANDHERI (EAST) STATE: K7 ZIP: 400 093 BUSINESS PHONE: 91 22 5693 0500 MAIL ADDRESS: STREET 1: ARKUTI SOFTECH PARK STREET 2: MIDC CROSS ROAD NO.21 CITY: ANDHERI (EAST) STATE: K7 ZIP: 400 093 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D/A 1 patni13da-120211.htm DECEMBER 2, 2011 patni13da-120211.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No.3)*

Patni Computer Systems Limited
(Name of Issuer)

Equity Shares
American Depositary Shares
(Title of Class of Securities)

703248203
(CUSIP Number)

Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 29, 2011
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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).

 
 
 

 
 
1.
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.

2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
                (b) [ ]

3.           SEC USE ONLY

4.           SOURCE OF FUNDS*
WC

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) or 2(e) [  ]

6.           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.           SOLE VOTING POWER
4,204,169

8           SHARED VOTING POWER
0

9.           SOLE DISPOSITIVE POWER
4,204,169
 
10.           SHARED DISPOSITIVE POWER
0

11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,204,169
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*   [ ]

13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%

14.           TYPE OF REPORTING PERSON*
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 

1.
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International, L.P.

2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
                (b) [ ]

3.           SEC USE ONLY

4.           SOURCE OF FUNDS*
WC

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) or 2(e) [  ]

6.           CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.           SOLE VOTING POWER
0

8           SHARED VOTING POWER
7,807,740

9.           SOLE DISPOSITIVE POWER
0

10.           SHARED DISPOSITIVE POWER
7,807,740
 
11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,807,740
 
12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*   [ ]

13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%

14.           TYPE OF REPORTING PERSON*
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 

1.
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        Elliott International Capital Advisors Inc.

2.           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
                (b) [ ]

3.           SEC USE ONLY

4.           SOURCE OF FUNDS*
OO

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) or 2(e) [  ]

6.           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.           SOLE VOTING POWER
0

8           SHARED VOTING POWER
7,807,740
 
9.           SOLE DISPOSITIVE POWER
0

10.           SHARED DISPOSITIVE POWER
7,807,740

11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,807,740

12.           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*   [ ]

13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%

14.           TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
 

This statement is filed with respect to equity shares with a par value of Rs. 2 each (the "Common Stock"), of Patni Computer Systems Limited (the "Issuer"), beneficially owned by Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott"), Elliott International, L.P. and its wholly-owned subsidiaries (collectively, "Elliott International") and Elliott International Capital Advisors Inc. ("EICA")(collectively, the "Reporting Persons") as of December 2, 2011 and amends and supplements the Schedule 13D filed on October 26, 2011, as previously amended (collectively, the "Schedule 13D").  Except as set forth herein, the Schedule 13D is unmodified.  

ITEM 3.Source and Amount of Funds or Other Consideration.

Elliott Working Capital                         $33,120,938

Elliott International Working Capital $61,194,846


ITEM 5.Interest in Securities of the Issuer.

(a)Elliott individually beneficially owns 4,204,169 shares of Common Stock.  The 4,204,169 shares of Common Stock individually beneficially owned by Elliott constitute 3.1% of the outstanding shares of Common Stock.  The 4,204,169 shares of Common Stock individually beneficially owned by Elliott consist of: (i) 3,476,843 shares of Common Stock held by Mansfield (Mauritius) Limited, a Mauritius company and wholly-owned subsidiary of Elliott, and (ii) 363,663 American Depositary Shares ("ADS") held by The Liverpool Limited Partnership, a Bermuda limited partnership and wholly-owned subsidiary of Elliott ("Liverpool"), representing 727,326 shares of Common Stock.

Elliott International and EICA beneficially own an aggregate of 7,807,740 shares of Common Stock, which constitute 5.8% of all of the outstanding shares of Common Stock.  The 7,807,740 shares consist of: (I) 6,456,994 shares of Common Stock held by Suffolk (Mauritius) Limited, a Mauritius company and wholly-owned subsidiary of Elliott International, and (II) 675,373 ADSs representing 1,350,746 shares of Common Stock.

Collectively, Elliott, Elliott International and EICA beneficially own 12,011,909 shares of Common Stock constituting 8.9% of all of the outstanding Shares.

(b)Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by it.

Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned by Elliott International.  Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

(c)The transactions effected by the Reporting Persons during the past sixty (60) days other than those previously disclosed in this Schedule 13D are set forth on Schedule 1 attached hereto.    
 
 
 
 
 

 
  ITEM 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

None of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
    

  ITEM 7.
Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement (previously filed)

Schedule 1 - Transactions of the Reporting Persons Effected During the Past 60 Days



 
 
 


SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

Dated:  December 2, 2011
 
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner


By:  /s/ Elliot Greenberg
                              Elliot Greenberg
                              Vice President


ELLIOTT INTERNATIONAL, L.P.
By:           Elliott International Capital Advisors Inc.,
as Attorney-in-Fact


By:  /s/ Elliot Greenberg
                              Elliot Greenberg
                              Vice President

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.


By:    /s/ Elliot Greenberg
Elliot Greenberg
Vice President


 
 
 

SCHEDULE 1

Transactions of the Reporting Persons Effected During the Past 60 Days other than those previously disclosed in this Schedule 13D


The following transactions were effected by Mansfield (Mauritius) Limited, a Mauritius company and wholly-owned subsidiary of Elliott Associates, L.P.:

 
Date
Security
Amount of Shs. Bought (Sold)
Approx. Price per
Share (excl. of
commissions)
       
29-Nov-2011
ES
          254,611
446.205529 Rs
28-Nov-2011
ES
          235,898
446.211036 Rs
25-Nov-2011
ES
            11,689
444.299054 Rs
24-Nov-2011
ES
            10,772
441.039481 Rs
23-Nov-2011
ES
            21,847
427.242580 Rs
22-Nov-2011
ES
            45,956
429.571977 Rs
22-Nov-2011
ES
            27,190
429.697663 Rs
       

The following transactions were effected by The Liverpool Limited Partnership, a Bermuda limited partnership and wholly-owned subsidiary of Elliott Associates, L.P:

 
Date
Security
Amount of Shs. Bought (Sold)
Approx. Price per
Share (excl. of
commissions)
       
29-Nov-2011
ADS
               134
US$17.100000
28-Nov-2011
ADS
          10,818
US$17.098300
 
ES = Equity Share

ADS = American Depositary Share


All of the above transactions were effected on the open market.


 
 
 
 


The following transactions were effected by Suffolk (Mauritius) Limited, a Mauritius company and wholly-owned subsidiary of Elliott International, L.P:

 
Date
Security
Amount of Shs. Bought (Sold)
Approx. Price per
Share (excl. of
commissions)
       
       
29-Nov-2011
ES
           57,460
446.196230 Rs
29-Nov-2011
ES
         415,389
446.205528 Rs
28-Nov-2011
ES
             3,995
446.216195 Rs
28-Nov-2011
ES
         434,102
446.211033 Rs
25-Nov-2011
ES
           13,214
444.299082 Rs
25-Nov-2011
ES
             8,494
443.713096 Rs
24-Nov-2011
ES
           20,005
441.039492 Rs
23-Nov-2011
ES
           40,574
427.242581 Rs
22-Nov-2011
ES
           85,347
429.571978 Rs
22-Nov-2011
ES
           22,168
429.971827 Rs
22-Nov-2011
ES
           28,325
429.697667 Rs

 
The following transactions were effected by Elliott International, L.P.:

 
Date
Security
Amount of Shs. Bought (Sold)
Approx. Price per
Share (excl. of
commissions)
       
29-Nov-2011
ADS
               249
          US$17.100000
28-Nov-2011
ADS
          21,977
          US$17.098300
25-Nov-2011
ADS
          17,842
          US$16.962000
23-Nov-2011
ADS
          35,000
          US$16.534200
22-Nov-2011
ADS
            1,801
          US$16.398900
 
ES = Equity Share

ADS = American Depositary Share

All of the above transactions were effected on the open market.