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^*

MIKOLAJCZYK MICHAEL E

(Last)

(First)

(Middle)

875 N. MICHIGAN AVE.

STE 3000

(Street)

CHICAGO

60611

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KANBAY INTERNATIONAL INC [ KBAY ]

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)
02/09/2007

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	02/09/2007		D		17,300	D	$29⁽¹⁾	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)
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)
Stock Option (Right to Buy)	$13	02/09/2007		D			37,254	⁽²⁾⁽³⁾	⁽⁶⁾	Common Stock	37,254	$16⁽²⁾	0	D
Stock Option (Right to Buy)	$23.88	02/09/2007		D			9,314	⁽²⁾⁽⁴⁾	⁽⁷⁾	Common Stock	9,314	$5.12⁽²⁾	0	D
Stock Option (Right to Buy)	$13.84	02/09/2007		D			9,314	⁽²⁾⁽⁵⁾	⁽⁸⁾	Common Stock	9,314	$15.16⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between Kanbay International, Inc., Cap Gemini SA and Capgemini Financial Services, Inc. (the "Agreement") in exchange for $29 per share of common stock.

2. These options were cancelled pursuant to the Agreement in exchange for the right to receive an amount of cash equal to the product of (i) the number of shares of common stock as to which each outstanding option is exercisable at the effective time of the merger and (ii) the excess, if any, of $29 over the per share exercise price of such option immediately prior to the effective time of the merger. Mr. Mikolajczyk's stock option agreements provided that each outstanding option to purchase shares of common stock held would become fully vested as of the closing date of the merger.

3. The option vests in 33% annual installments beginning July 22, 2005.

4. The option vests in 33% annual installments beginning June 14, 2006.

5. The option vests in 33% annual installments beginning June 20, 2007.

6. The option expires in 33% annual installments beginning July 22, 2010.

7. The option expires in 33% annual installments beginning June 14, 2011.

8. The option expires in 33% annual installments beginning June 20, 2012.

	/s/ Robert A. Williams, by power of attorney	02/13/2007
	** 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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