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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IGATE CORP [ IGTE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $17.38 | 04/11/2013 | D | 2,445(1) | (2) | 04/11/2023 | Common Stock | 2,445 | $30.62(2) | 0 | D | ||||
| Restricted Stock Units | $0 | 04/11/2013 | D | 1,222(1) | (3) | (3) | Common Stock | 1,222 | $48 | 0 | D | ||||
| Stock Option (right to buy) | $36.4 | 04/11/2014 | D | 1,168(1) | (4) | 04/11/2024 | Common Stock | 1,168 | $11.6(4) | 0 | D | ||||
| Restricted Stock Units | $0 | 04/11/2014 | D | 584(1) | (5) | (5) | Common Stock | 584 | $48 | 0 | D | ||||
| Restricted Stock Units | $0 | 01/22/2015 | D | 430(1) | (6) | (6) | Common Stock | 430 | $48 | 0 | D | ||||
| Restricted Stock Units | $0 | 03/30/2015 | D | 1,060(1) | (7) | (7) | Common Stock | 1,060 | $48 | 0 | D | ||||
| Restricted Stock Units | $0 | 03/30/2015 | D | 297(1) | (8) | (8) | Common Stock | 297 | $48 | 0 | D | ||||
| Stock Option (right to buy) | $41.17 | 04/10/2015 | D | 4,794(1) | (9) | 04/10/2025 | Common Stock | 4,794 | $6.83(9) | 0 | D | ||||
| Restricted Stock Units | $0 | 04/10/2015 | D | 1,214(1) | (10) | (10) | Common Stock | 1,214 | $48 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to 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 was granted on April 11, 2013. Pursuant to the terms of the Merger Agreement, this option was cancelled in exchange for a cash payment of $74,865.90, 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. The restricted stock units vested on April 11, 2014. Half of the vested shares were delivered to the reporting person upon the vesting date, and half of the vested shares were to be delivered to the reporting person upon the termination of employment with IGATE Corporation. These units were canceled in the merger in exchange for a cash payment of $48.00 per share. |
| 4. This option was granted on April 11, 2014. Pursuant to the terms of the Merger Agreement, this option was cancelled in exchange for a cash payment of $13,548.80, 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. |
| 5. The restricted stock units vested on April 11, 2015. Half of the vested shares were delivered to the reporting person on April 11, 2015, and the remaining half of the vested shares were to be delivered to the reporting person upon the termination of employment with IGATE Corporation. These units were canceled in the merger in exchange for a cash payment of $48.00 per share. |
| 6. The restricted stock units were scheduled to vest on January 22, 2016. Half of the vested shares were to be delivered to the reporting person on January 22, 2016, and the remaining half of the vested shares were to be delivered to the reporting person upon the termination of service as a member of the Board of Directors of Issuer. These units were canceled in the merger in exchange for a cash paymentof $48.00 per share. |
| 7. 1,060 restricted stock units were scheduled to vest on April 11, 2016. These units were canceled in the merger in exchange for a cash payment of $48.00 per share. |
| 8. 148 restricted stock units were scheduled to vest on April 11, 2016, and 149 restricted stock units were scheduled to vest on April 11, 2017. These units were canceled in the merger in exchange for a cash paymentof $48.00 per share. |
| 9. This option was granted on April 10, 2015. Pursuant to the terms of the Merger Agreement, this option was cancelled in exchange for a cash payment of $32,743.02, 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. |
| 10. The restricted stock units vest on April 10, 2016. These units were canceled in the merger in exchange for a cash payment of $48.00 per share. |
| Remarks: |
| This form is filed for the avoidance of doubt based upon the previously-announced merger agreement among the issuer and Cap Gemini S.A., Capgemini North America, Inc., and Laporte Merger Sub, Inc. |
| /s/ James J. Barnes, Attorney-in-Fact | 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). | ||
| 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. | ||