CITIGROUP INC — Director's Dealing 2011

Oct 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NESS TECHNOLOGIES INC (NSTC)
CIK: 0001089638
Period of Report: 2011-10-11

Reporting Person: CITIGROUP INC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-11	Common Stock, $0.01 par value per share	J	3657667	—	Disposed	0	Indirect
2011-10-11	Common Stock, $0.01 par value per share	D	597	$7.75	Disposed	0	Indirect

Footnotes

F1: By virtue of the merger of Jersey Acquisition Corporation ("Merger Sub") with and into Ness Technologies, Inc. ("Ness") on October 11, 2011, pursuant to an Agreement and Plan of Merger, dated as of June 10, 2011, by and among Ness, Jersey Holding Corporation and Merger Sub (the "Merger Agreement"), all shares of Common Stock directly or indirectly owned by Jersey Holding Corporation were cancelled, retired and ceased to exist, and no consideration was delivered in exchange therefor.

F2: The Common Stock, $0.01 par value per share ("Common Stock"), reported in Table I represents (i) 3,657,667 shares of Common Stock directly beneficially owned by Jersey Holding Corporation and (ii) 597 shares of Common Stock directly beneficially owned by Citibank, N.A. ("CNA").

F3: CVCIGP II JHC Sub S.a r.l. ("Lux Sub") is the sole stockholder of Jersey Holding Corporation. CVCIGP II JHC S.a r.l. ("Lux Parent") is the sole stockholder of Lux Sub. CVCIGP II JHC, L.P. ("Cayman L.P.") is the sole stockholder of Lux Parent. CVCIGP II GP Limited is the general partner of Cayman L.P. Citigroup Venture Capital International Investment G.P. Limited ("CVCII") is the general partner of CVCIGP II JHC GP Limited. Citigroup Venture Capital International Delaware Corporation ("CVCIDC") is the sole stockholder of CVCII. Citicorp International Finance Corporation ("CIFC") is the sole stockholder of CVCIDC. Citicorp Banking Corporation ("CBC") is the sole stockholder of CIFC. Citicorp is the sole stockholder of CNA. Citigroup Inc. is the sole stockholder of each of Citicorp and CBC.

F4: Prior to the Effective Time of the Merger, CVCIGP II Jersey Investment L.P. caused to be contributed to Jersey Holding Corporation 3,675,776 shares of Common Stock of Ness held by CVCIGP II Jersey Investment L.P.

F5: Disposed of pursuant to the terms of the Merger Agreement in exchange for a cash payment of $7.75 per share upon the closing of the merger.