X0304 4 2011-10-11 0 0001089638 NESS TECHNOLOGIES INC (NSTC) 0001393607 Segev Ofer C/O NESS TECHNOLOGIES, INC. ATIDIM HIGH-TECH INDUSTRIAL PARK, BLDG 4 TEL AVIV L3 61580 ISRAEL 0 1 0 0 Executive VP and CFO Common Stock, $.01 par value per share 2011-10-11 4 D 0 28750 7.75 D 0 D Option (right to buy) 13.00 2011-10-11 4 D 0 100000 D 2011-12-31 Common Stock, $.01 par value per share 100000 0 D Option (right to buy) 12.00 2011-10-11 4 D 0 50000 D 2012-08-27 Common Stock, $.01 par value per share 50000 0 D Option (right to buy) 4.5300 2011-10-11 4 D 0 82500 3.22 D 2015-12-08 Common Stock, $.01 par value per share 82500 0 D Restricted Stock Unit 2011-10-11 4 D 0 13750 D Common Stock, $.01 par value per share 13750 0 D Option (right to buy) 6.350 2011-10-11 4 D 0 200000 1.40 D 2017-03-11 Common Stock, $.01 par value per share 200000 0 D Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 10, 2011, by and among Ness Technologies, Inc., Jersey Holding Corporation and Jersey Acquisition Corporation (the "Merger Agreement") in exchange for a cash payment of $7.75 per share upon the closing of the merger. This option was cancelled pursuant to the terms of the Merger Agreement and converted into the right to receive an amount in cash equal to the total number of shares subject to such option, multiplied by the excess, if any, of $7.75 over the exercise price per share of such option, less any applicable withholding taxes. Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock of Ness Technologies, Inc. The Restricted Stock Units became fully vested pursuant to the terms of the Merger Agreement and were disposed of pursuant to the terms of the Merger Agreement in exchange for a cash payment of $7.75 per share upon the closing of the merger. Represents the actual exercise price of 23.42 Israeli New Shekels converted to U.S. dollars based on the foreign exchange rate as of the closing date of the merger. By: /s/ Ilan Rotem - Attorney in Fact 2011-10-11