SEC Form 4 · accession 0001192482-15-000285
IGATE CORP · IGTE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ashok Vemuri
Officer — President and CEO
Period of report
Jul 1, 2015
Accepted (ET)
Jul 1, 2015 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001024732
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F1,F2 | $27.10 | Sep 16, 2013 | D | 131,250 | D | — | Sep 16, 2023 | Common Stock | 131,250 | 0 | D |
| Restricted Stock AwardF1,F3 | $0.00 | Sep 16, 2013 | D | 75,000 | D | — | — | Common Stock | 75,000 | 0 | D |
| Restricted Stock AwardF1,F4 | $0.00 | Sep 16, 2013 | D | 300,000 | D | — | — | Common Stock | 300,000 | 0 | D |
Explanation of responses
- F1Disposed 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.
- F2This option, originally representing a right to purchase 150,000 shares, was granted September 16, 2013 and was scheduled to vest in four equal installments of 37,500 shares commencing on September 16, 2014. Pursuant to the terms of the Merger Agreement, this option was canceled in exchange for a cash payment of $2,743,125, 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.
- F3Represents restricted stock that was scheduled to vest in four equal annual installments beginning on September 16, 2014. The restricted stock was canceled in the merger in exchange for a cash payment of $48.00 per share.
- F4Represents the target number of performance based restricted shares of Issuer (the "Performance Shares") vesting upon Issuer's attainment of a twelve-month trailing adjusted EBITDA goal of US$ 400 million dollars at any eligible fiscal quarter end on or before June 30, 2017, provided, however, that in the event Issuer attained a twelve-month trailing adjusted EBITDA of US$ 500 million dollars or greater during this period, the number of Performance Shares shall be increased to an aggregate amount of 600,000. The restricted stock was canceled in the merger in exchange for a cash payment of $48.00 per share.