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^*

Trussell Jason

(Last)

(First)

(Middle)

6528 KAISER DRIVE

(Street)

FREMONT

94555

(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)
	VP & Regional Manger - Canada

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2011

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	11/08/2011		M		142	A	$0.01	114,661	D
Common Stock	11/08/2011		S		142	D	$15.405	114,519	D
Common Stock	11/08/2011		M		721	A	$0.01	115,240	D
Common Stock	11/08/2011		S		721	D	$15.405	114,519	D
Common Stock	11/08/2011		M		2,254	A	$0.08	116,773	D
Common Stock	11/08/2011		S		2,254	D	$15.405	114,519	D
Common Stock	11/08/2011		M		11,419	A	$0.08	125,938	D
Common Stock	11/08/2011		S		11,419	D	$15.405	114,519	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)
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)
Employee Stock Option (right to buy)	$0.01	11/08/2011		M			142	⁽¹⁾	08/25/2013	Common Stock	142	$0	0	D
Employee Stock Option (right to buy)	$0.01	11/08/2011		M			721	⁽²⁾	11/09/2013	Common Stock	721	$0	0	D
Employee Stock Option (right to buy)	$0.08	11/08/2011		M			2,254	⁽³⁾	08/25/2013	Common Stock	2,254	$0	0⁽⁴⁾	D
Employee Stock Option (right to buy)	$0.08	11/08/2011		M			11,419	⁽⁵⁾	11/09/2013	Common Stock	11,419	$0	0	D

Explanation of Responses:

1. The option, representing a right to purchase a total of 284 shares, became exercisable as follows: 142 shares vested on 7/25/2009 and 142 shares vested on 7/25/2011.

2. The option, representing a right to purchase a total of 1,442 shares, became exercisable as follows: 721 shares vested on 10/9/2009 and 721 shares vested on 10/9/2011.

3. The option, representing a right to purchase a total of 4,508 shares, became exercisable as follows: 2,254 shares vested on 7/25/2009 and 2,254 shares vested on 7/25/2011.

4. The Form 3 dated 04/01/2009 indicated that the option represented a right to purchase a total of 4,508 shares. The Form 4 dated 11/03/2009 indicated that 4,083 shares remained after the exercise of 425 shares. Due to a scrivener's error, the Form 4 dated 7/21/2010 indicated that 2,679 shares remained after the exercise of 1,829 shares, rather than the proper number of 2,254. Consequently, no derivative securities are owned under this option following the present exercise of 2,254 shares.

5. The option, representing a right to purchase a total of 22,838 shares, became exercisable as follows: 11,419 shares vested on 10/9/2009 and 11,419 shares vested on 10/9/2011.

Remarks:

Exhibit List Exhibit 24-Power of Attorney

	/s/ Teresa V. Pahl, Attorney-in-Fact	11/10/2011
	** 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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