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^*

GREENBERG JERRY A

(Last)

(First)

(Middle)

C/O SAPIENT CORPORATION

131 DARTMOUTH STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SAPIENT CORP [ SAPE ]

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)
02/06/2015

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)
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	07/17/2014		G⁽¹⁾	V	1,000,000	D	$0	5,823,919⁽²⁾	D
Common Stock	09/08/2014		G⁽³⁾	V	72,965	A	$0	5,896,884⁽²⁾	D
Common Stock	09/08/2014		G⁽⁴⁾	V	36,567	A	$0	5,933,451⁽²⁾	D
Common Stock	09/08/2014		G⁽⁵⁾	V	175,817	A	$0	3,841,710	I	JAG Remainder Trust 1996⁽⁶⁾
Common Stock	10/01/2014		G⁽⁷⁾	V	216,056	A	$0	6,149,507⁽²⁾	D
Common Stock	10/17/2014		G⁽⁸⁾	V	123,659	A	$0	6,273,166⁽²⁾	D
Common Stock	11/26/2014		G⁽⁹⁾	V	320,000	D	$0	5,953,166⁽²⁾	D
Common Stock	12/08/2014		G⁽¹⁰⁾	V	26,295	A	$0	5,979,461⁽²⁾	D
Common Stock	12/19/2014		G⁽¹¹⁾	V	3,841,710	D	$0	0	I	JAG Remainder Trust 1996⁽⁶⁾
Common Stock	12/19/2014		G⁽¹¹⁾	V	3,841,710	A	$0	3,841,710	I	JAG Remainder Trust - 2014⁽⁶⁾
Common Stock	01/20/2015		G⁽¹²⁾	V	70,856	A	$0	6,050,317⁽²⁾	D
Common Stock	02/06/2015		D⁽¹³⁾		6,050,317⁽¹⁴⁾	D	$25	0	D
Common Stock	02/06/2015		D⁽¹³⁾		3,841,710	D	$25	0	I	JAG Remainder Trust - 2014⁽⁶⁾
Common Stock	02/06/2015		D⁽¹³⁾		732,800	D	$25	0	I	JAG Family Trust 2011⁽⁶⁾
Common Stock	02/06/2015		D⁽¹³⁾		59,827	D	$25	0	I	JAG Family Trust 2004⁽⁶⁾
Common Stock	02/06/2015		D⁽¹³⁾		290	D	$25	0	I	Adi Greenberg Revocable Trust (spouse)⁽⁶⁾

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. On July 17, 2014, 1,000,000 shares were transferred from the Reporting Person's direct holdings to the Jerry A. Greenberg GRAT - 2014.

2. 6,123 of these securities represent shares of Sapient Corporation ("Sapient") common stock, par value $0.01 ("Common Stock") underlying Sapient restricted stock units subject to time-based vesting ("Restricted Stock Units").

3. On September 8, 2014, 72,965 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 3-Year GRAT - 2011 pursuant to the terms of the GRAT.

4. On September 8, 2014, 36,567 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2011 pursuant to the terms of the GRAT.

5. On September 8, 2014, 175,817 shares were distributed to the Jerry A. Greenberg Remainder Trust - 1996 from the Jerry A. Greenberg 3-Year GRAT - 2011 pursuant to the terms of the GRAT.

6. The Reporting Person disclaims any and all beneficial ownership of the shares held by the Trust.

7. On October 1, 2014, 216,056 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2010 pursuant to the terms of the GRAT.

8. On October 17, 2014, 123,659 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg GRAT - 2014 pursuant to the terms of the GRAT.

9. On November 26, 2014, the Reporting Person gifted 320,000 shares to a charitable foundation.

10. On December 8, 2014, 26,295 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2011 pursuant to the terms of the GRAT.

11. On December 19, 2014, Indirect holdings in the amount of 3,841,710 were transferred from the Jerry A. Greenberg Remainder Trust - 1996 to the Jerry A. Greenberg Remainder Trust - 2014.

12. On January 20, 2015, 70,856 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg GRAT - 2014 pursuant to the terms of the GRAT.

13. Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 1, 2014, among Sapient, Publicis Groupe S.A. and 1926 Merger Sub Inc. (the "Merger Agreement"), on February 6, 2015, each share of Sapient Common Stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into the right to receive $25.00 per share in cash (the "Merger Consideration"), subject to any required withholding taxes.

14. 6,123 of these securities represent shares of Sapient Common Stock underlying Sapient Restricted Stock Units. Pursuant to the Merger Agreement, on February 6, 2015, Sapient Restricted Stock Units, plus any accrued and unvested dividend equivalent rights associated with such Restricted Stock Units, outstanding immediately prior to the Acceptance Time (as defined in the Merger Agreement) were canceled and converted into the right to receive the Merger Consideration, subject to any required withholding taxes.

Remarks:

	/s/ Kimberly C. Nuzum, as Attorney-in-Fact for Jerry A. Greenberg	02/10/2015
	** 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).
** 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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