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FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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ELLIOTT INTERNATIONAL, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
Patni Computer Systems LTD
[
PTI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MAPLES & CALDER, P.O. BOX 309, UGLAND HOUSE, SOUTH CHURCH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2012
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(Street)
GEORGE TOWN, E9 00000
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares
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2/22/2012
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P
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78000
(1)
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A
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$19.0086
(2)
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9051097
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D
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Ordinary Shares
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2/23/2012
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P
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52000
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A
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$470.1493
(3)
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9103097
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I
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See
(4)
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Ordinary Shares
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2/23/2012
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P
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40300
(1)
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A
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$18.9383
(2)
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9143397
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D
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Ordinary Shares
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2/24/2012
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P
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8225
(1)
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A
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$470.1422
(3)
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9151622
(5)
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I
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See
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Reflects Ordinary Shares represented by American Depositary Shares held by Elliott International, L.P. ("Elliott International"). Each American Depositary Share represents two Ordinary Shares.
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(
2)
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Reflects prices in U.S. Dollars per American Depositary Share.
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(
3)
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Reflects prices in Rupees.
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(
4)
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Reflects a transaction by Suffolk (Mauritius) Limited, a Mauritius company and wholly-owned subsidiary of Elliott International ("Suffolk").
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(
5)
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The 9,151,622 Ordinary Shares reported on this Form 4 consist of: (a) 8,989,904 Ordinary Shares owned by Elliott International through Suffolk, and (b) 80,859 American Depositary Shares owned directly by Elliott International, representing 161,718 Ordinary Shares.
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Remarks:
Prices were rounded to the nearest 0.0001.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ELLIOTT INTERNATIONAL, L.P.
C/O MAPLES & CALDER, P.O. BOX 309
UGLAND HOUSE, SOUTH CHURCH STREET
GEORGE TOWN, E9 00000
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X
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Signatures
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Elliot Greenberg, V.P. of Elliott International Capital Advisors Inc., as Attorney-In-Fact for Elliott International, L.P.
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2/24/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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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