0000904454-15-000089.txt : 20150213 0000904454-15-000089.hdr.sgml : 20150213 20150213122905 ACCESSION NUMBER: 0000904454-15-000089 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EPAM Systems, Inc. CENTRAL INDEX KEY: 0001352010 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 223536104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86978 FILM NUMBER: 15611610 BUSINESS ADDRESS: STREET 1: 41 UNIVERSITY DRIVE STREET 2: SUITE 202 CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: (267) 759-9000 MAIL ADDRESS: STREET 1: 41 UNIVERSITY DRIVE STREET 2: SUITE 202 CITY: NEWTOWN STATE: PA ZIP: 18940 FORMER COMPANY: FORMER CONFORMED NAME: EPAM SYSTEMS INC DATE OF NAME CHANGE: 20060202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RUSSIA PARTNERS II LP CENTRAL INDEX KEY: 0001288321 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O SIGULER GUFF & CO STREET 2: ROCKEFELLER CENTER 630 FIFTH AVE 16TH FL CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2123325100 SC 13G/A 1 s13ga_021315-epamsystems.htm SC 13G/A AMENDMENT NO. 2 FOR EPAM SYSTEMS, INC. BY RUSSIAN PARTNERS II, LP s13ga_021315-epamsystems.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)
 
 
EPAM Systems, Inc.
(Name of Issuer)
 
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
29414B104
(CUSIP Number)
 
 
December 31, 2014
(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)
 
[  ]  Rule 13d-1(c)
 
[X]  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 in 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).

 
 
 

 
CUSIP NO. 29414B104

 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
Russia Partners II, LP
76-0755111
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [X]
(b) [  ]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,852,882
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
2,852,882
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,852,882
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
 
6.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN


 
2
 
 
 
CUSIP NO. 29414B104

 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
Russia Partners II EPAM Fund, LP
20-3993982
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [X]
(b) [  ]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,729,012
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
1,729,012
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,729,012
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
 
3.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN


 
3
 
 
 
CUSIP NO. 29414B104
 

 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
Russia Partners II EPAM Fund B, LP
26-0149488
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [X]
(b) [  ]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
84,586
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
84,586
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
84,586
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
 
0.2%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN


 
4
 
 
 
CUSIP NO. 29414B104

 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
 
Russia Partners III, L.P.
98-0587686
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [X]
(b) [  ]
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
135,984
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
135,984
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
135,984
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
 
0.3%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN


 
5
 
 
 
CUSIP NO. 29414B104
 

 

Amendment No. 2 to Schedule 13G
 
Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission (the “Commission”) by the Reporting Persons with respect to the Common Stock of the Issuer on February 8, 2013, and Amendment No. 1 thereto filed on February 10, 2014 (as so amended, the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.
 

Item 4.
Ownership.
 
The information set forth in Rows 5 through 11 of the cover pages to this Amendment No. 2 to Schedule 13G and under Item 2(a) of the Schedule 13G is incorporated herein by reference for each Reporting Person. Ownership is stated as of December 31, 2014 and ownership percentages are calculated based on 47,612,424 shares of Common Stock outstanding as of September 1, 2014, as reported in the Issuer’s Prospectus Supplement on Form 424(b)(5) filed with the Commission on September 22, 2014.
 

 
6
 
 
 
CUSIP NO. 29414B104

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

Date:  February 13, 2015

 
RUSSIA PARTNERS II, LP
 
By: Russia Partners Capital II M, LLC, its General Partner
 
 
By:
/s/ Donald P. Spencer
   
Name:   Donald P. Spencer
Title:     Managing Director
 
 
RUSSIA PARTNERS II EPAM Fund, LP
 
By: Russia Partners Capital II E, LLC, its General Partner
 
 
By:
/s/ Donald P. Spencer
   
Name:   Donald P. Spencer
Title:     Managing Director
 
 
RUSSIA PARTNERS II EPAM Fund B, LP
 
By: Russia Partners Capital II E, LLC, its General Partner
 
 
By:
/s/ Donald P. Spencer
   
Name:   Donald P. Spencer
Title:     Managing Director
 
 
RUSSIA PARTNERS III, L.P.
 
By: Russia Partners Capital III, LLC, its General Partner
 
 
By:
/s/ Donald P. Spencer
   
Name:   Donald P. Spencer
Title:     Managing Director
 
 

 
7