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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Sircar Sujit (Last) (First) (Middle) 100 SOMERSET CORPORATE BOULEVARD (Street) BRIDGEWATER, NJ 08807 (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 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	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) 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2015		D		145,142	D	$48(1)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$11.67	04/14/2010		D			21,686(1)	(2)	04/14/2020	Common Stock	21,686	$36.33(2)	0	D
Restricted Stock Award	$0	05/12/2011		D			88,000(1)	(3)	(3)	Common Stock	88,000	$0	0	D
Restricted Stock Award	$0	05/12/2011		D			11,000(1)	(4)	(4)	Common Stock	11,000	$0	0	D
Restricted Stock Award	$0	01/18/2013		D			5,000(1)	(5)	(5)	Common Stock	5,000	$0	0	D
Restricted Stock Award	$0	07/17/2013		D			30,000(1)	(6)	(6)	Common Stock	30,000	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the 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 14, 2010 and vested quarterly over four years at a rate of 25% per year commencing April 14, 2011. Pursuant to the terms of the Merger Agreement, this option was canceled in exchange for a cash payment of $787,852.38, 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. Represents the target number of performance shares that were to be received upon attainment of the Company's twelve-month trailing adjusted EBITDA goal at any fiscal quarter end within the period of 1/1/11 through 6/30/17 (the "Performance Period"). In the event the Company achieved its maximum twelve-month trailing adjusted EBITDA goal at any fiscal quarter end within the Performance Period, two times the target number of shares were to vest. The restricted shares were canceled in the merger in exchange for a cash payment of $48.00 per share.

4. Represents restricted stock, of which 25% vested on May 12, 2014, 25% vested on May 12, 2015 and 50% were scheduled to vest on May 12, 2016. The restricted shares were canceled in the merger in exchange for a cash payment of $48.00 per share.

5. Represents restricted stock, of which half vested on January 18, 2015 and half were scheduled to vest on January 18, 2017. The restricted shares were canceled in the merger in exchange for a cash payment of $48.00 per share.

6. Represents restricted stock that was scheduled to vest in equal installments of 10,000 shares over four years commencing July 17, 2014, provided that the executive remained employed by the Company on the date of vesting. The restricted shares were canceled in the merger in exchange for a cash payment of $48.00 per share.

Remarks:

	/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).
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