| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EPAM Systems, Inc. [ EPAM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2023 | ||||||||||||||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| EPAM Common Stock | 04/30/2023 | A | 31(1) | A | $240.07(2) | 10,292 | D | ||||||||
| EPAM Common Stock | 10/31/2023 | A | 41(3) | A | $184.93(4) | 10,333 | D | ||||||||
| EPAM Common Stock | 15,737 | I | Dvorkin Family Trust | ||||||||||||
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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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. The number of shares in column 4 also includes a de minimis adjustment of 0.24 shares due to the rounding of fractional shares. |
| 2. The reporting person is voluntarily reporting the acquisition of the Issuer's Common Stock pursuant to the EPAM Systems, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"), for the ESPP purchase period of November 1, 2022 through April 30, 2023 (the "Purchase Period"). This transaction is also exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased at the lesser of (i) 85% of the fair market value of such shares of Common Stock on the first trading day of the Purchase Period and (ii) 85% of the fair market value of such shares of Common Stock on the last day of the Purchase Period. |
| 3. The number of shares in column 4 also includes a de minimis adjustment of 0.445 shares due to the rounding of fractional shares. |
| 4. The reporting person is voluntarily reporting the acquisition of the Issuer's Common Stock pursuant to the EPAM Systems, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"), for the ESPP purchase period of May 1, 2023 through October 31, 2023 (the "Purchase Period"). This transaction is also exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased at the lesser of (i) 85% of the fair market value of such shares of Common Stock on the first trading day of the Purchase Period and (ii) 85% of the fair market value of such shares of Common Stock on the last day of the Purchase Period. |
| Remarks: |
| /s/ Kate Pytlewski as Attorney-in-Fact | 01/09/2024 | |
| ** 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. | ||
