SEC FORM 4

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^*

SELIGMAN NAOMI O

(Last)

(First)

(Middle)

100 SOMERSET CORPORATE BOULEVARD

(Street)

BRIDGEWATER,

08807

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IGATE CORP [ IGTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$18.63	09/27/2012		D			2,281⁽¹⁾	⁽²⁾	09/26/2022	Common Stock	2,281	$29.37⁽²⁾	0	D
Restricted Stock Units	$0	09/27/2012		D			2,281⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	2,281	$0	0	D
Restricted Stock Units	$0	09/27/2012		D			537⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	537	$0	0	D
Stock Option (right to buy)	$28.3	09/27/2013		D			1,502⁽¹⁾	⁽⁵⁾	09/27/2023	Common Stock	1,502	$19.7⁽⁵⁾	0	D
Restricted Stock Units	$0	09/27/2013		D			1,114⁽¹⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	1,114	$0	0	D
Restricted Stock Units	$0	09/27/2013		D			353⁽¹⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	353	$0	0	D
Restricted Stock Units	$0	09/27/2013		D			707⁽¹⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	707	$0	0	D
Restricted Stock Units	$0	09/27/2013		D			1,502⁽¹⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	1,502	$0	0	D
Stock Option (right to buy)	$36.58	09/27/2014		D			1,162⁽¹⁾	⁽⁸⁾	09/27/2024	Common Stock	1,162	$11.42⁽⁸⁾	0	D
Restricted Stock Units	$0	09/27/2014		D			820⁽¹⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	820	$0	0	D
Restricted Stock Units	$0	09/27/2014		D			1,162⁽¹⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,162	$0	0	D
Restricted Stock Units	$0	01/22/2015		D			430⁽¹⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	430	$0	0	D
Restricted Stock Units	$0	03/30/2015		D			2,726⁽¹⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	2,726	$0	0	D
Restricted Stock Units	$0	03/30/2015		D			1,199⁽¹⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	1,199	$0	0	D
Restricted Stock Units	$0	03/30/2015		D			491⁽¹⁾	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	491	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement among Issuer and Cap Gemini, S.A., CapGemini North America, Inc. and LaPorte Merger Sub, Inc. in exchange for a cash payment of $48.00 per share.

2. This option was granted on September 27, 2012 and was scheduled to vest in three equal installments beginning on September 27, 2013. Pursuant to the terms of the Merger Agreement, this option was canceled in exchange for a cash payment of $66,992.97, representing the aggregate difference between the merger consideration of $48.00 per share and the exercise price of the option on the effective date of the merger.

3. The restricted stock units vested on September 27, 2013 and were to be delivered to the reporting person upon the termination of employment with the Issuer. These units were canceled in the merger in exchange for a cash payment of $48.00 per share.

4. The restricted stock units vested fully as of the transaction date and were to be delivered to the reporting person upon the termination of employment with the Issuer. These units were canceled in the merger in exchange for a cash payment of $48.00 per share.

5. This option was granted on September 27, 2013 and was scheduled to vest in three equal installments beginning on September 27, 2014. Pursuant to the terms of the Merger Agreement, this option was canceled in exchange for a cash payment of $29,589.40, representing the aggregate difference between the merger consideration of $48.00 per share and the exercise price of the option on the effective date of the merger.

6. The restricted stock units vested fully as of the transaction date and were to be delivered to the reporting person upon the termination of service as a member of the Board of Directors of Issuer. These units were canceled in the merger in exchange for a cash payment of $48.00 per share.

7. The restricted stock units vested on September 27, 2014 and were to be delivered to the reporting person upon the termination of service as a member of the Board of Directors of Issuer. These units were canceled in the merger in exchange for a cash payment of $48.00 per share.

8. This option was granted on September 27, 2014 and was scheduled to vest in three equal annual installments beginning on September 27, 2015. Pursuant to the terms of the Merger Agreement, this option was canceled in exchange for a cash payment of $13,270.04, representing the aggregate difference between the merger consideration of $48.00 per share and the exercise price of the option on the effective date of the merger.

9. The restricted stock units vested on September 27, 2014 and were to be delivered to the reporting person upon the termination of service as a member of the Board of Directors of Issuer. These units were canceled in the merger in exchange for a cash payment of $48.00 per share.

10. The restricted stock units were scheduled to vest on September 27, 2015. Half of the vested shares were to be delivered to the reporting person on September 27, 2015, and the remaining half of the vested shares were to be delivered to the reporting person upon the termination of service as a member of the Board of Directors of Issuer. These units were canceled in the merger in exchange for a cash payment of $48.00 per share.

11. The restricted stock units were scheduled to vest on January 22, 2016. Half of the vested shares were to be delivered to the reporting person on January 22, 2016, and the remaining half of the vested shares were to be delivered to the reporting person upon the termination of service as a member of the Board of Directors of Issuer. These units were canceled in the merger in exchange for a cash payment of $48.00 per share.

12. 1,816 restricted stock units vested on the date of grant, and 910 restricted stock units were scheduled to vest on September 27, 2015. These units were canceled in the merger in exchange for a cash payment of $48.00 per share.

13. 399 restricted stock units vested on the date of grant, 400 restricted stock units were scheduled to vest on September 27, 2015 and 400 restricted stock units were scheduled to vest on September 27, 2016. These units were canceled in the merger in exchange for a cash payment of $48.00 per share.

14. 163 restricted stock units were scheduled to vest on September 27, 2015, 164 restricted stock units were scheduled to vest on September 27, 2016 and 164 restricted stock units were scheduled to vest on September 27, 2017. These units were canceled in the merger in exchange for a cash payment of $48.00 per share.

Remarks:

	/s/ James J. Barnes, Attorney-in-Fact	07/01/2015
	** 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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