Sec Form 4 Filing - RUSSIA PARTNERS II LP @ EPAM Systems, Inc. - 2012-02-13

FORM 4 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 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

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1. Name and Address of Reporting Person RUSSIA PARTNERS II LP 2. Issuer Name and Ticker or Trading Symbol EPAM Systems, Inc. [ EPAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 825 THIRD AVENUE, 10TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2012 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 02/13/2012 C 9,578,088 A $ 0 12,202,776 I By Russia Partners II, LP ( 1 ) ( 3 ) Common Stock 02/13/2012 C 6,861,392 A $ 0 7,395,592 I By Russia Partners II EPAM Fund, LP ( 1 ) ( 4 ) Common Stock 02/13/2012 S 1,545,797 D $ 12 10,656,979 I By Russia Partners II, LP ( 1 ) ( 3 ) Common Stock 02/13/2012 S 936,843 D $ 12 6,458,749 I By Russia Partners II EPAM Fund, LP ( 1 ) ( 4 ) Common Stock 02/13/2012 S 45,831 D $ 12 315,969 I By Russia Partners II EPAM Fund B, LP ( 1 ) ( 5 ) Common Stock 507,976 I By Russia Partners III, LP ( 1 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Series A-1 Convertible Preferred Stock $ 0 ( 2 ) 02/13/2012 C 1,197,261 ( 2 ) ( 2 ) Common Stock 9,578,088 $ 0 ( 2 ) 0 I By Russia Partners II, LP ( 1 ) ( 3 ) Series A-1 Convertible Preferred Stock $ 0 ( 2 ) 02/13/2012 C 857,674 ( 2 ) ( 2 ) Common Stock 6,861,392 $ 0 ( 2 ) 0 I By Russia Partners II EPAM Fund, LP ( 1 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RUSSIA PARTNERS II LP 825 THIRD AVENUE, 10TH FLOOR NEW YORK, NY10022 X Russia Partners II EPAM Fund, LP 825 THIRD AVENUE, 10TH FLOOR NEW YORK, NY10022 X Russia Partners II EPAM Fund B, LP 825 THIRD AVENUE, 10TH FLOOR NEW YORK, NY10022 X Russia Partners III LP 825 Third Avenue 10th Floor New York, NY10022 X RUSSIA PARTNERS CAPITAL II E, LLC 825 THIRD AVENUE, 10TH FLOOR NEW YORK, NY10022 X Russia Partners Capital II M, LLC 825 THIRD AVENUE, 10TH FLOOR NEW YORK, NY10022 X RUSSIA PARTNERS CAPITAL III, LLC 825 THIRD AVENUE, 10TH FLOOR NEW YORK, NY10022 X Signatures /s/ Donald P. Spencer, Managing Director of Russia Partners Capital II M, LLC, the General Partner of Russia Partners II, L.P. 02/15/2012 Signature of Reporting Person Date /s/ Donald P. Spencer, Managing Director of Russia Partners Capital II E, LLC, the General Partner of Russia Partners II EPAM Fund, L.P. 02/15/2012 Signature of Reporting Person Date /s/ Donald P. Spencer, Managing Director of Russia Partners Capital II E, LLC, the General Partner of Russia Partners II EPAM Fund B, L.P. 02/15/2012 Signature of Reporting Person Date /s/ Donald P. Spencer, Managing Director of Russia Partners Capital III, LLC, the General Partner of Russia Partners III, L.P. 02/15/2012 Signature of Reporting Person Date /s/ Donald P. Spencer, Managing Director of Russia Partners Capital II M, LLC 02/15/2012 Signature of Reporting Person Date /s/ Donald P. Spencer, Managing Director of Russia Partners Capital II E, LLC 02/15/2012 Signature of Reporting Person Date /s/ Donald P. Spencer, Managing Director of Russia Partners Capital III, LLC 02/15/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose. ( 2 )Shares of Series A-1 Convertible Preferred Stock automatically converted on an 8-for-1 basis into this number of shares of Common Stock immediately upon the closing of the Issuer's initial public offering. There was no expiration date. ( 3 )The amount listed reflects the beneficial ownership of the Issuer's securities owned by Russia Partners II, LP ("RP II"), all of which may be deemed attributable to Russia Partners Capital II M, LLC ("RP II GP"), because RP II GP is the sole general partner of RP II. ( 4 )The amount listed reflects the beneficial ownership of the Issuer's securities owned by Russia Partners II EPAM Fund, LP ("RP II EPAM"), all of which may be deemed attributable to Russia Partners Capital II E, LLC ("RP II EPAM GP"), because RP II EPAM GP is the sole general partner of RP II EPAM. ( 5 )The amount listed reflects the beneficial ownership of the Issuer's securities owned by Russia Partners II EPAM Fund B, LP ("RP II EPAM B"), all of which may be deemed attributable to RP II EPAM GP, because RP II EPAM GP is the sole general partner of RP II EPAM B. ( 6 )The amount listed reflects the beneficial ownership of the Issuer's securities owned by Russia Partners III, LP ("RP III"), all of which may be deemed attributable to Russia Partners Capital III, LLC ("RP III GP"), because RP III GP is the sole general partner of RP III.

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).

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