SEC Form 3
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Apax Europe VII-B, L.P.

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 8,365,260(1) I See footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
8% Series B Convertible Participating Preferred Stock (3) (3) Common Stock (1) (4) I See footnote(2)
Explanation of Responses:
1. The reporting person owns 8,365,260 shares of the common stock of iGATE Corp. (the "Issuer") (calculated based on (A) (i) 56,923,821 shares of common stock of the Issuer outstanding as of March 31, 2012 (as disclosed in the Form 10-Q filed by the Issuer on April 30, 2012) plus (ii) the 17,681,732 shares of common stock of the Issuer issuable upon conversion of the of the 8% Series B Convertible Participating Preferred Stock of the Issuer issued to Viscaria Limited ("Viscaria"), an affiliate of the reporting person (see note (2) below), on February 1, 2011 and on May 9, 2011, assuming a conversion price of $20.30, and (iii) after taking into account 1,500,000 shares of common stock of the Issuer purchased by Viscaria on May 8, 2012, and (B) the proportionate direct ownership of the reporting person in Viscaria).
2. The reporting person is an affiliate of Viscaria and may be deemed to beneficially own all or a portion of the shares of preferred stock and common stock referred to in this report. The reporting person disclaims beneficial ownership of these shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for these purposes or any other purpose.
3. The 8% Series B Convertible Participating Preferred Stock is convertible, subject to applicable law and exchange listing rules, (i) at any time and from time to time at the holder's election, (ii) at the Issuer's option if the average trading price of Common Stock exceeds certain thresholds, and (ii) mandatorily under certain circumstances including on the six year anniversary of issuance.
4. Each share of 8% Series B Convertible Participating Preferred Stock is convertible into the number of shares of Common Stock equal to the quotient of (a) the liquidation preference of $1,000 plus accrued dividends, and (b) the conversion price of $20.30 (as such initial conversion price is adjusted from time to time).
/s/ Andrew W. Guille, Authorized Signatory 05/09/2012
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.