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*
ELLIS GEORGE H

(Last) (First) (Middle)
2049 CENTURY PARK EAST, SUITE 300

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PeopleSupport, Inc. [ PSPT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2008
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 10/30/2008 D(1) 2,058 D $12.25 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) $6.8 10/30/2008 D 8,333 (2) 10/07/2014 Common Stock 8,333 $5.45(3) 0 D
Stock Option (right to buy) $7.69 10/30/2008 D 5,000 (4) 10/07/2015 Common Stock 5,000 $4.56(3) 0 D
Stock Option (right to buy) $7.23 10/30/2008 D 800 (5) 10/20/2015 Common Stock 800 $5.02(3) 0 D
Stock Option (right to buy) $12.17 10/30/2008 D 3,639 (6) 05/24/2016 Common Stock 3,639 $0.08(3) 0 D
Stock Option (right to buy) $11.85 10/30/2008 D 5,800 (7) 05/30/2017 Common Stock 5,800 $0.4(3) 0 D
Stock Option (right to buy) $8.5 10/30/2008 D 7,000 (8) 06/30/2018 Common Stock 7,000 $3.75(3) 0 D
Restricted Stock Units $0(9) 10/30/2008 D 3,500 (10) 06/30/2009 Common Stock 3,500 $12.25(11) 0 D
Explanation of Responses:
1. Disposed of pursuant to the merger agreement between the Issuer and Essar Services, Mauritius in exchange for $12.25 per share.
2. This option provided for vesting in equal quarterly installments beginning on January 7, 2004 and vesting in full on October 7, 2007.
3. Pursuant to the merger agreement between the Issuer and Essar Services, Mauritius, all stock options (whether or not vested) were cancelled and converted into the right to receive a cash payment equal to the number of shares of the Issuer's common stock underlying the option multiplied by the amount, if any, that $12.25 exceeded the exercise price of this option, less any applicable withholding taxes.
4. This option provided for vesting in equal quarterly installments over a period of one year, vesting in full on October 7, 2006.
5. This option provided for vesting in equal quarterly installments over a period of one year, vesting in full on October 20, 2006.
6. This option provided for vesting in equal quarterly installments over a period of one year, vesting in full on May 24, 2007.
7. This option provided for vesting in equal quarterly installments over a period of one year, vesting in full on May 30, 2008.
8. This option provided for vesting in equal quarterly installments over a period of one year, vesting in full on June 30, 2009.
9. RSU - No exercise price.
10. This restricted stock unit provided for vesting in full on June 30, 2009.
11. Pursuant to the merger agreement between the Issuer and Essar Services, Mauritius, all restricted stock units were cancelled and converted into the right to receive a cash payment equal to the number of shares of the Issuer's common stock subject to this RSU multiplied by $12.25, less any applicable withholding taxes.
Remarks:
/s/ Peter Phan by Power of Attorney for George H. Ellis 11/03/2008
** 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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