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*
APAX PARTNERS EUROPE MANAGERS LTD

(Last) (First) (Middle)
33 JERMYN STREET

(Street)
LONDON, ENGLAND X0 SW1Y6DN

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2013
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 02/11/2013 P 19,758 (1) A $17.55 (1) 19,251,271 (2) I See footnote (3)
Common Stock 02/12/2013 P 15,568 (1) A $17.49 (1) 19,266,839 (2) I See footnote (3)
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
Explanation of Responses:
1. The reporting person did not acquire any reported shares. The number of shares reported above reflects the reporting person's proportionate indirect ownership in Viscaria Limited ("Viscaria"), an affiliate of the reporting person (see note (3) below), which acquired 20,832 shares of the common stock of iGATE Corp. (the "Issuer") on February 11, 2013 and 16,414 shares of common stock of the Issuer on February 12, 2013, respectively. The acquisitions of shares of common stock of the Issuer by Viscaria on February 11, 2013 were effected through multiple purchases at a price range between $17.44 per share and $17.67 per share, with an average per share price of $17.55. The acquisitions of shares of common stock of the Issuer by Viscaria on February 12, 2013 were effected through multiple purchases at a price range between $17.42 per share and $17.56 per share, with an average per share price of $17.49.
2. As of February 12, 2013, the reporting person beneficially owns 19,266,839 shares of the common stock of the Issuer (calculated based on (A) (i) 57,543,303 shares of common stock of the Issuer outstanding as of December 31, 2012 plus (ii) the 18,776,893 shares of common stock of the Issuer issuable (as of December 31, 2012) upon conversion of the of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30, and (iii) after taking into account (A) the aggregate 37,246 shares of common stock of the Issuer purchased by Viscaria on February 11, 2013 and February 12, 2013, respectively, and (B) the proportionate indirect ownership of the reporting person in Viscaria).
3. The reporting person is an affiliate of Viscaria and may be deemed to beneficially own all or a portion of the shares of preferred stock and common stock referred to in this report. The reporting person disclaims beneficial ownership of these shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for these purposes or any other purpose.
/s/ Ian Jones, Director 02/13/2013
/s/ Ralf Gruss, Authorized Signatory 02/13/2013
** 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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