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*
Atos S.E.

(Last) (First) (Middle)
RIVER OUEST, 80 QUAI VOLTAIRE

(Street)
BEZONS I0 95877

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SYNTEL INC [ SYNT ]
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)
10/09/2018
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 10/09/2018 P 83,804,409(1) A $41 100(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On October 9, 2018, Atos S.E.(the "Reporting Person") and Green Merger Sub Inc., an indirect wholly owned subsidiary of the Reporting Person ("Merger Sub"), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of July 20, 2018 (the "Merger Agreement"), by and among Syntel, Inc. (the "Issuer"), the Reporting Person and Merger Sub. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving as an indirect wholly owned subsidiary of the Reporting Person (the "Surviving Corporation"). At the effective time of the Merger, each share of Common Stock of the Issuer issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $41.00.
2. Prior to the Merger, the Reporting Person indirectly held 100 shares of the common stock of Merger Sub, no par value per share, which shares represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, each share of common stock of Merger Sub that was issued and outstanding immediately prior to the effective time of the Merger was converted into one share of common stock, no par value, of the Surviving Corporation.
/s/ Alexandre Menais Name: Alexandre Menais Title: EVP M&A and General Counsel 10/09/2018
** 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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