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*
SB Asia Infrastructure Fund L.P.

(Last) (First) (Middle)
UGLAND HOUSE, P.O. BOX 309

(Street)
GEORGE TOWN E9 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTELLIGROUP INC [ ITIG ]
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)
07/20/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, $0.01 par value per share 07/20/2010 U(1) 15,098,038 D $4.65 0 D(2)
Common Stock, $0.01 par value per share 07/20/2010 U(1) 11,023,694 D $4.65 0 I(3) 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
1. Name and Address of Reporting Person*
SB Asia Infrastructure Fund L.P.

(Last) (First) (Middle)
UGLAND HOUSE, P.O. BOX 309

(Street)
GEORGE TOWN E9 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SB Asia Pacific Partners L.P.

(Last) (First) (Middle)
UGLAND HOUSE, P.O. BOX 309

(Street)
GEORGE TOWN E9 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SB Asia Pacific Investments LTD

(Last) (First) (Middle)
UGLAND HOUSE, P.O. BOX 309

(Street)
GEORGE TOWN E9 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Asia Infrastructure Investments LTD

(Last) (First) (Middle)
UGLAND HOUSE, P.O. BOX 309

(Street)
GEORGE TOWN E9 00000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SOFTBANK CORP

(Last) (First) (Middle)
24-1, NIHONBASHI-HAKOZAKI-CHO
CHUO-KU

(Street)
TOKYO 103 M0 103-8501

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SB First Singapore pte Ltd.

(Last) (First) (Middle)
8 CROSS STREET
#11-000 PWC BUILDING

(Street)
SINGAPORE U0 048424

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger by and among NTT Data Corporation ("Parent"), Mobius Subsidiary Corporation ("Purchaser") and Intelligroup, Inc. (the "Company") dated as of June 14, 2010 (the "Merger Agreement"), on July 20, 2010, the Purchaser purchased all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the "Shares"), that were validly tendered and not withdrawn at a purchase price of $4.65 per Share, net to the seller in cash.
2. Power is exercised by the sole general partner of SB Asia Infrastructure Fund L.P. ("SAIF"), SB Asia Pacific Partners, L.P.
3. As a result of certain purchase agreements by and among the Company, SAIF and Venture Tech Assets Ltd. ("Venture Tech") entered into in 2004 and 2006 (the "Purchase Agreements"), SAIF may have been deemed a group with Venture Tech within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and as a result, to have had beneficial ownership of the Shares beneficially owned by Venture Tech. SAIF disclaims such beneficial ownership. The Purchase Agreements were terminated effective as of the date of Purchaser's acceptance of the Shares for payment pursuant to the Offer (as defined in the Merger Agreement).
/s/ Ronald D. Fisher 07/22/2010
** 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).
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