0001011438-14-000128.txt : 20140214 0001011438-14-000128.hdr.sgml : 20140214 20140214152408 ACCESSION NUMBER: 0001011438-14-000128 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: BLUE HARBOUR HOLDINGS LLC GROUP MEMBERS: CLIFTON S. ROBBINS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IGATE CORP CENTRAL INDEX KEY: 0001024732 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 251802235 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49973 FILM NUMBER: 14615629 BUSINESS ADDRESS: STREET 1: 1000 COMMERCE DRIVE STREET 2: SUITE 500 CITY: PITTSBURGH STATE: PA ZIP: 15275 BUSINESS PHONE: 4125061131 MAIL ADDRESS: STREET 1: 1000 COMMERCE DRIVE STREET 2: SUITE 500 CITY: PITTSBURGH STATE: PA ZIP: 15275 FORMER COMPANY: FORMER CONFORMED NAME: MASTECH CORP DATE OF NAME CHANGE: 19961011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Harbour Group, L.P. CENTRAL INDEX KEY: 0001325256 IRS NUMBER: 562457376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 646 STEAMBOAT RD. CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-422-6560 MAIL ADDRESS: STREET 1: 646 STEAMBOAT RD. CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Blue Harbour Group, LP DATE OF NAME CHANGE: 20050427 SC 13G/A 1 form_sc13ga-igate.htm form_sc13ga-igate.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

iGATE Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

45169U105
(CUSIP Number)

December 31, 2013
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[   ]
   Rule 13d-1(b)
[X]
   Rule 13d-1(c)
[   ]
   Rule 13d-1(d)

*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 the 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).

Continued on following pages
Page 1 of 9 Pages


 
 
 

CUSIP NO.  45169U105
Page 2 of 9 Pages


1.
Names of Reporting Persons

Blue Harbour Group, LP


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

Delaware

 
5.
Sole Voting Power
Number of
Shares
  
0
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
0


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

0

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


0.0%

12.
Type of Reporting Person (See Instructions)

PN



 
 
 

CUSIP NO.  45169U105
Page 3 of 9 Pages


1.
Names of Reporting Persons

Blue Harbour Holdings, LLC


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

Delaware

 
5.
Sole Voting Power
Number of
Shares
  
0
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
0

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

0

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)

0.0%

12.
Type of Reporting Person (See Instructions)

OO

 
 
 

CUSIP NO.  45169U105
Page 4 of 9 Pages


1.
Names of Reporting Persons

Clifton S. Robbins


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

Delaware

 
5.
Sole Voting Power
Number of
Shares
  
0
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
0


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

0

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)

0.0%

12.
Type of Reporting Person (See Instructions)

IN

 
 
 

CUSIP NO.  45169U105
Page 5 of 9 Pages


Item 1(a).
Name of Issuer:
   
 
iGATE Corporation (the "Issuer").
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
6528 Kaiser Dr.
 
Fremont, California 94555
   
Item 2(a).
Name of Person Filing:
   
 
i)      Blue Harbour Group, LP (“Manager”);
 
ii)     Blue Harbour Holdings, LLC (“Manager GP”); and
 
iii)    Clifton S. Robbins (“Mr. Robbins”).
   
 
Manager, Manager GP and Mr. Robbins are herein sometimes referred to each as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The address of the principal business office of each of Manager and Manager GP is 646 Steamboat Road, Greenwich, Connecticut 06830.  Mr. Robbins’ business address is c/o Manager at the foregoing address.  Mr. Robbins is the Chief Executive Officer of Manager.

Item 2(c).
Citizenship:

i)  
Blue Harbour Group, LP is a Delaware limited partnership;

ii)  
Blue Harbour Holdings, LLC is a Delaware limited liability company; and

iii)  
Mr. Robbins is a United States citizen.

Item 2(d).
Title of Class of Securities:
 
 
Common Stock (the “Common Stock”).
 
Item 2(e).
CUSIP Number:
   
 
45169U105

 
 
 

CUSIP NO.  45169U105
Page 6 of 9 Pages


Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
This Item 3 is not applicable.
 
Item 4.
Ownership:
   
Item 4(a).
Amount Beneficially Owned:
   
 
The responses of the Reporting Persons to Rows 5, 6, 7, 8 and 9 in each of their respective cover pages, as of December 31, 2013, are incorporated herein by reference.  As of December 31, 2013, the Reporting Persons beneficially owned no shares of Common Stock.
   
Item 4(b).
Percent of Class:
   
 
The responses of the Reporting Persons to Row 11 in each of their respective cover pages, as of December 31, 2013, are incorporated herein by reference.
   
Item 4(c).
Number of shares as to which such person has:

 
Blue Harbour Group, LP
 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
0

 
Blue Harbour Holdings, LLC
 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
0

 
Mr. Robbins
 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
0
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
0


 
 
 

CUSIP NO.  45169U105
Page 7 of 9 Pages


Item 5.
Ownership of Five Percent or Less of a Class:
   
 
This Item 5 is not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
This Item 6 is not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
This Item 7 is not applicable.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
This Item 8 is not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
This Item 9 is not applicable.
   
Item 10.
Certification:

 
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.


 
 
 

CUSIP NO.  45169U105
Page 8 of 9 Pages


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.




Date:  February 14, 2014
BLUE HARBOUR GROUP, LP
   
 
By:         Blue Harbour Holdings, LLC, its general partner
   
 
By:         /s/ Clifton S. Robbins
 
Clifton S. Robbins
 
Managing Member

Date:  February 14, 2014
BLUE HARBOUR HOLDINGS, LLC
   
 
By:         /s/ Clifton S. Robbins
 
Clifton S. Robbins
 
Managing Member
   

Date:  February 14, 2014
  
   
 
/s/ Clifton S. Robbins
 
Clifton S. Robbins
   



 

 
 
 

CUSIP NO.  45169U105
Page 9 of 9 Pages


EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.


Date:  February 14, 2014
BLUE HARBOUR GROUP, LP
   
 
By:         Blue Harbour Holdings, LLC, its general partner
   
 
By:         /s/ Clifton S. Robbins
 
Clifton S. Robbins
 
Managing Member

Date:  February 14, 2014
BLUE HARBOUR HOLDINGS, LLC
   
 
By:         /s/ Clifton S. Robbins
 
Clifton S. Robbins
 
Managing Member
   

Date:  February 14, 2014
  
   
 
/s/ Clifton S. Robbins
 
Clifton S. Robbins