FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MCGUINN MARTIN G
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)
(Last)          (First)          (Middle)

100 SOMERSET CORPORATE BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2015
(Street)

BRIDGEWATER,, NJ 08807
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   7/1/2015     D    57425   D $48.00   (1) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $6.66   7/6/2009     D         22000   (1)     (2) 7/6/2019   Common Stock   22000   $41.34   (2) 0   D  
 
Stock Option (right to buy)   $8.93   10/20/2009     D         3000   (1)     (3) 10/20/2019   Common Stock   3000   $39.07   (3) 0   D  
 
Stock Option (right to buy)   $38.94   7/7/2014     D         1091   (1)     (4) 7/7/2024   Common Stock   1091   $9.06   (4) 0   D  
 
Restricted Stock Units   $0   7/7/2014     D         1092   (1)     (5)   (5) Common Stock   1092   $0   0   D  
 
Restricted Stock Units   $0   1/22/2015     D         430   (1)     (6)   (6) Common Stock   430   $0   0   D  
 
Restricted Stock Units   $0   3/30/2015     D         257   (1)     (7)   (7) Common Stock   257   $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, originally representing a right to purchase 110,000 shares, was granted on July 6, 2009 and vested in five equal annual installments beginning on July 6, 2010. Pursuant to the terms of the Merger Agreement, this option was canceled in exchange for a cash payment of $909,480, 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)  This option, originally representing a right to purchase 15,000 shares, was granted on October 20, 2009 and vested in five equal annual installments beginning on October 20, 2010. Pursuant to the terms of the Merger Agreement, this option was canceled in exchange for a cash payment of $117,210, 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.
( 4)  This option was granted on July 7, 2014 and vested in three equal annual installments beginning on July 7, 2015. Pursuant to the terms of the Merger Agreement, this option was canceled in exchange for a cash payment of $9,884.46, 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.
( 5)  The restricted stock units were scheduled to vest on July 7, 2015. Half of the vested shares were to be delivered to the reporting person on July 7, 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.
( 6)  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.
( 7)  85 restricted stock units were scheduled to vest on July 7, 2015, 86 restricted stock units were scheduled to vest on July 7, 2016 and 86 restricted stock units were scheduled to vest on July 7, 2017. These units were canceled in the merger in exchange for a cash payment of $48.00 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCGUINN MARTIN G
100 SOMERSET CORPORATE BOULEVARD
BRIDGEWATER,, NJ 08807
X



Signatures
/s/ James J. Barnes, Attorney-in-Fact 7/1/2015
** 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).
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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