-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GuvhENfbT2yd9/tVBzvl7bcuMXMcGslGEuVDmvymEfkh7UR567EGa3wWB8TpB6nU DjzBB5Y71LRQgftU38Rf7A== 0000950124-06-000656.txt : 20060215 0000950124-06-000656.hdr.sgml : 20060215 20060215061653 ACCESSION NUMBER: 0000950124-06-000656 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNTEL INC CENTRAL INDEX KEY: 0001040426 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 382312018 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53569 FILM NUMBER: 06619586 BUSINESS ADDRESS: STREET 1: 525 EAST BIG BEAVER ROAD STREET 2: SUITE 300 CITY: TROY STATE: MI ZIP: 48083 BUSINESS PHONE: 2486193524 MAIL ADDRESS: STREET 1: 525 EAST BIG BEAVER ROAD STREET 2: SUITE 300 CITY: TROY STATE: MI ZIP: 48083 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SETHI NEERJA CENTRAL INDEX KEY: 0001055945 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2800 LIVERNOIS ROAD, SUITE 400 CITY: TROY STATE: MI ZIP: 48083 BUSINESS PHONE: 2486192800 MAIL ADDRESS: STREET 1: 2800 STREET 2: SUITE 300 CITY: BLOOMFIELD STATE: MI ZIP: 48304 SC 13D/A 1 k02535b3sc13dza.htm AMENDMENT NO. 3 TO SCHEDULE 13D sc13dza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

Syntel Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87162H103
(CUSIP Number)
Daniel M. Moore, Chief Administrative Officer
Syntel, Inc.
525 East Big Beaver Road, Suite 300
Troy, MI 48083
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 14, 2006
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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 control number.

 
 


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CUSIP No.
 
87162H103 

 

           
1   NAMES OF REPORTING PERSONS:

Neerja Sethi
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  N/A
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States of America
       
  7   SOLE VOTING POWER:
     
NUMBER OF   10,309,158
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   150,000*
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   10,309,158
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    150,000*
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  10,459,158*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  25.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
      - The common stock with respect to which Ms. Sethi shares voting and dispositive power includes (i) 75,000 shares held by the BD Trust dated May 17, 1997 III (“Trust III”), and (ii) 75,000 shares held by the BD Trust dated May 17, 1997 IV (“Trust IV”), over each of which Ms. Sethi acts as co-trustee. Ms. Sethi disclaims beneficial ownership of the 150,000 shares held by such trusts, as well as 7,000 shares held by various educational trusts for which Ms. Sethi is the sole trustee.


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Item 5. Interest in Securities of the Issuer
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     This Amendment No. 3 amends the Schedule 13D filed with the Securities and Exchange Commission on January 7, 2005, as amended by Amendment No. 1 filed on February 14, 2005, and further amended by Amendment No. 2 filed on January 9, 2006, on behalf of Neerja Sethi (the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
     Item 5 is hereby amended and restated as follows:
(a) As of the date of this Amendment No. 3, Ms. Sethi is deemed to beneficially own an aggregate of 10,459,158 shares of Common Stock, which represents approximately 25.6% of the outstanding shares of Common Stock, based on the number of shares of Common Stock outstanding on October 31, 2005 as reported in Syntel’s most recently available Quarterly Report on Form 10-Q. Ms. Sethi disclaims beneficial ownership of an aggregate of 150,000 shares held by the various trusts for which Ms. Sethi acts as co-trustee, as well as 7,000 shares held by various educational trusts for which Ms. Sethi is the sole trustee.
(b) Ms. Sethi has sole power to vote, direct the vote, dispose or to direct the disposition over 10,309,158 shares of Common Stock, and shared power to vote, direct the vote, dispose or to direct the disposition over 150,000 shares of Common Stock. Ms. Sethi shares such power to vote, direct the vote, dispose or to direct the disposition with Mr. Parashar Ranade, as co-trustees of the Trust III and the Trust IV. Mr. Ranade’s business address is c/o Syntel, Inc., 701 Brickell Ave., Suite 870, Miami, Florida 33131. Mr. Ranade is an analyst for HIG Capital, a private equity firm located at 1001 Brickell Bay Dr., Miami, FL 33131. During the past five years, Mr. Ranade has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Ranade is a citizen of the United States of America.
(c) On February 14, 2006, the BD Trust Agreement dated December 27, 2004 (“Trust VII”) and the NS Trust Agreement dated December 27, 2004 (“Trust VIII”) terminated in accordance with their terms. Ms. Sethi served as co-trustee of the Trust VII and was therefore deemed to have beneficial ownership of the 12,467,750 shares of Common Stock held by the trust. Mr. Ranade and Ms. Sethi, as the co-trustees of the trust, distributed the remaining principle and income, including the 12,467,750 shares of Common Stock, to Mr. Desai as the beneficiary of the trust. As a result, Ms. Sethi is no longer deemed to have beneficial ownership of the 12,467,750 shares. In addition, the co-trustees of the Trust VIII distributed the remaining principle and income, including the 10,302,158 shares of Common Stock to Ms. Sethi as the beneficiary of the trust. As a result, Ms. Sethi has sole voting and dispositive power over the 10,302,158 shares, which has been reflected in the response to Item 5(b) above.
(d) Not applicable.
(e) Not applicable.

 


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Signatures
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true complete and correct.
         
     
     Dated: February 15, 2006  /s/ Neerja Sethi    
  Neerja Sethi   
     
 

 

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