SEC FORM 4

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^*

APAX PARTNERS EUROPE MANAGERS LTD

(Last)

(First)

(Middle)

33 JERMYN STREET

(Street)

LONDON, ENGLAND

SW1Y6DN

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IGATE CORP [ IGTE ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2012

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2012		P		358,500⁽¹⁾	A	$18.1	18,192,814⁽²⁾	I	See footnote.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Viscaria Limited ("Viscaria"), an affiliate of the reporting person (see note (3) below), acquired 1,500,000 shares of the common stock of iGATE Corp. (the "Issuer") on May 8, 2012.

2. The reporting person owns 18,192,814 shares of the common stock of the Issuer (calculated based on (A) (i) 56,923,821 shares of common stock of the Issuer outstanding as of March 31, 2012 (as disclosed in the Form 10-Q filed by the Issuer on April 30, 2012) plus (ii) the 17,681,732 shares of common stock of the Issuer issuable upon conversion of the of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30, and (iii) after taking into account 1,500,000 shares of common stock of the Issuer purchased by Viscaria on May 8, 2012, and (B) the proportionate indirect ownership of the reporting person in Viscaria).

3. The reporting person is an affiliate of Viscaria and may be deemed to beneficially own all or a portion of the shares of preferred stock and common stock referred to in this report. The reporting person disclaims beneficial ownership of these shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for these purposes or any other purpose.

	/s/ Ian Jones, Director	05/09/2012
	/s/ Steve Hare, Authorized Signatory	05/09/2012
	** 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).
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