FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Apax Europe VII GP Co. Ltd

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/1/2011 

3. Issuer Name and Ticker or Trading Symbol

IGATE CORP [IGTE]

(Last)        (First)        (Middle)

THIRD FLOOR ROYAL BANK PLACE, 1 GLATEGNY ESPLANADE

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

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

(Street)

ST. PETER PORT, Y7 GY1 2HJ       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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     (1)   (1) Common Stock   7871432     (2) I   By Viscaria Limited   (3)

Explanation of Responses:
( 1)  The 8% Series B Convertible Participating Preferred Stock is convertible, subject to applicable law, exchange listing rules and the receipt of any required approval from the shareholders of the issuer, (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.
( 2)  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).
( 3)  The reporting person is an affiliate of Viscaria Limited 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Apax Europe VII GP Co. Ltd
THIRD FLOOR ROYAL BANK PLACE
1 GLATEGNY ESPLANADE
ST. PETER PORT, Y7 GY1 2HJ

X


Signatures
/s/ A W Guille, Director 2/11/2011
** 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 control number.
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