Sec Form 4 Filing - IGATE CORP @ Mastech Holdings, Inc. - 2008-09-30

Insider filing report for Changes in Beneficial Ownership
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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
IGATE CORP
2. Issuer Name and Ticker or Trading Symbol
Mastech Holdings, Inc. [ MHH]
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)
6528 KAISER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2008
(Street)
FREMONT, CA94555
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/30/2008 J( 1 ) 3,605,282 D $ 0 3,606,282 D
Common Stock 09/30/2008 J( 2 ) 3,606,282 D $ 0 0 D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
IGATE CORP
6528 KAISER DRIVE
FREMONT, CA94555
X
Signatures
/s/ Mukund Srinath 10/02/2008
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 30, 2008, iGate Corporation (?iGATE?) received an additional 3,605,282 shares of Mastech Holdings, Inc. (?Mastech?) common stock pursuant to a stock split.
( 2 )On September 30, 2008, iGATE and Mastech entered into that certain Separation and Distribution Agreement which sets forth the agreement between iGATE and Mastech with respect to the principal corporate transactions required to spin-off the business of Mastech from that of iGATE. On September 30, 2008, iGATE effectuated the spin-off by distributing 100% of its ownership interests in Mastech through the issuance of a pro-rata dividend to its stockholders of record on September 16, 2008 (the "Record Date"). iGATE stockholders as of the Record Date received .06667 of a share of Mastech Common Stock for every share of iGATE Common Stock issued and outstanding as of the Record Date.

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