| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/20/2018 | 3. Issuer Name and Ticker or Trading Symbol SYNTEL INC [ SYNT ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 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) |
| Common Stock | 0(1)(2) | I | See Explanation of Responses |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Atos S.E. (the "Reporting Person") is filing this statement solely because, as a result of a Voting Agreement, dated as of July 20, 2018, among the Reporting Person, and certain holders (collectively, the "Stockholders") of shares of common stock, no par value ("Common Stock") of Syntel, Inc. (the "Issuer"), the Reporting Person may be deemed to have beneficial ownership of 42,369,957 shares of Common Stock beneficially owned by the Stockholders, which is equal to 51.07% of the voting power of the 82,968,320 issued and outstanding shares of Common Stock as of July 18, 2018. The Voting Agreement was entered into in connection with the Agreement and Plan of Merger, dated as of July 20, 2018, among the Reporting Person, the Issuer and Green Merger Sub Inc., a wholly owned subsidiary of the Reporting Person. |
| 2. The Reporting Person has no pecuniary interest in such Common Stock. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that the Reporting Person is the beneficial owner of any of the Common Stock referred to herein pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended. |
| /s/ Alexandre Menais, EVP M&A and General Counsel | 07/30/2018 | |
| ** 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. | ||
