IGATE Corporation
IGATE CORP (Form: 3, Received: 04/23/2012 13:38:10)
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 *

Joshi Satish M.

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/13/2012 

3. Issuer Name and Ticker or Trading Symbol

IGATE CORP [IGTE]

(Last)        (First)        (Middle)

6528 KAISER DRIVE

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

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

(Street)

FREMONT, CA 94555       

(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)
Common Stock   10000   (1) D    
Common Stock   11100   (2) D    
Common Stock   22000   (3) D    
Common Stock   88000   (4) D    

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

Explanation of Responses:
( 1)  Represents restricted stock, of which 5,000 shares each will vest on January 25, 2014 and January 25, 2016.
( 2)  Represents restricted stock, of which 2,220 shares will vest on July 8, 2012, 2,220 shares will vest on July 8, 2013, 2,220 shares will vest on July 8, 2014, 2,220 shares will vest on July 8, 2015 and 2,220 shares will vest on July 8, 2016.
( 3)  Represents restricted stock, of which 5,500 shares will vest on May 12, 2014, 5,500 shares will vest on May 12, 2015 and 11,000 shares will vest on May 12, 2016.
( 4)  Represents the target number of performance shares to be received upon attainment of the Company's twelve-month trailing adjusted EBITDA goal at any fiscal quarter end within the five and a half year period of January 1, 2011 through June 30, 2016 (the "Performance Period"). In the event the Company achieves its maximum twelve-month trailing adjusted EBITDA goal at any fiscal quarter end within the Performance Period, two times the target number of shares will vest.

Remarks:
EVP and Head of Product Engineering Services
Exhibit List
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Joshi Satish M.
6528 KAISER DRIVE
FREMONT, CA 94555


See Remarks

Signatures
/s/ Teresa V. Pahl, Attorney-in-Fact 4/23/2012
** 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.
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                                                                      Exhibit 24



                                POWER OF ATTORNEY

                  To Sign and File Reports under Section 16(a)
                     Of the Securities Exchange Act of 1934
                      With Respect to Equity Securities of
                                iGATE Corporation

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints, Teresa Pahl, Scott Smith and Michael Gorback of Hanson Bridgett LLP,
and each of them, my true and lawful attorneys-in-fact and agents, acting alone,
full power to act on my behalf and in my name, place and stead, in any and all
capacities for the purposes of signing on my behalf any Form 3, Form 4 or Form 5
required to be filed by me pursuant to Section 16 of the Securities and Exchange
Act of 1934, as amended, and any Form 144 required to be filed by me under the
securities Act of 1933, as amended, and Rule 144 promulgated thereunder
including, without limitation, the power to sign any and all amendment to such
forms, if any, and to file such forms with the Securities and Exchange
Commission and to do and perform each and every act and thing requisite or
necessary to be done in connection with such forms, as fully and to all intents
and purposes as I might or can in person. The authority under this Power of
Attorney shall continue until I am no longer required to file Form 3, Form 4,
Form 5 and Form 144 with regard to my ownership of or transactions in securities
of iGATE Corporation unless revoked in writing.

        I acknowledge that the above-named attorneys-in-fact are not assuming
any of my responsibilities to comply with Rule 144 of the Securities Act of
1933, Section 16 of the Securities and Exchange Act of 1934, or any other
securities laws.

        IN WITNESS WHEREOF, the undersigned has executed and delivered this
Power of Attorney the date set forth below.

DATE: 5/24/2011                         SIGNATURE: /s/ Satish M. Joshi
      ---------------                              ----------------------------

                                        PRINT NAME: Satish M. Joshi
                                                    ---------------------------