SEC Form 4 · accession 0001192482-15-000292
IGATE CORP · IGTE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Srinivas Kandula
Officer — EVP & Chief People Officer
Period of report
Jul 1, 2015
Accepted (ET)
Jul 1, 2015 · 4:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001024732
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 1, 2015 | D | 144,573 | $48.00 | D | 0 | D |
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 | $11.67 | Apr 14, 2010 | D | 20,000 | D | — | Apr 14, 2020 | Common Stock | 20,000 | 0 | D |
| Restricted Stock AwardF1,F3 | $0.00 | May 12, 2011 | D | 88,000 | D | — | — | Common Stock | 88,000 | 0 | D |
| Restricted Stock AwardF1,F4 | $0.00 | May 12, 2011 | D | 11,000 | D | — | — | Common Stock | 11,000 | 0 | D |
| Restricted Stock AwardF1,F5 | $0.00 | Jul 17, 2013 | D | 30,000 | D | — | — | Common Stock | 30,000 | 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 75,000 shares, was granted on April 14, 2010 and vested quarterly over four years at a rate of 25% per year, commencing on April 14, 2011. Pursuant to the terms of the Merger Agreement, this option was canceled in exchange for a cash payment of $726,600.00, 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 the target number of performance shares received upon attainment of the Company's twelve-month trailing adjusted EBITDA goal at any fiscal quarter end within the period of 1/1/11 through 6/30/17 (the "Performance Period"). In the event the Company achieved its maximum twelve-month trailing adjusted EBITDA goal at any fiscal quarter end within the Performance Period, two times the target number of shares were to vest. The restricted shares were canceled in the merger in exchange for a cash payment of $48.00 per share.
- F4Represents restricted stock, of which 25% vested on May 12, 2014, 25% vested on May 12, 2015 and 50% were scheduled to vest on May 12, 2016. The restricted shares were canceled in the merger in exchange for a cash payment of $48.00 per share.
- F5Represents restricted stock scheduled to vest in four equal installments of 10,000 shares over four years commencing on July 17, 2014, provided that the executive remained employed by the Company on each date of vesting. The restricted shares were canceled in the merger in exchange for a cash payment of $48.00 per share.