EPAM Systems, Inc. — Director's Dealing 2012

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPAM Systems, Inc. (EPAM)
CIK: 0001352010
Period of Report: 2012-02-13

Reporting Person: RUSSIA PARTNERS II LP (10% Owner)
Reporting Person: Russia Partners II EPAM Fund, LP (10% Owner)
Reporting Person: Russia Partners II EPAM Fund B, LP (10% Owner)
Reporting Person: Russia Partners III LP (10% Owner)
Reporting Person: RUSSIA PARTNERS CAPITAL II E, LLC (10% Owner)
Reporting Person: Russia Partners Capital II M, LLC (10% Owner)
Reporting Person: RUSSIA PARTNERS CAPITAL III, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	C	9578088	—	Acquired	12202776	Indirect
2012-02-13	Common Stock	C	6861392	—	Acquired	7395592	Indirect
2012-02-13	Common Stock	S	1545797	$12	Disposed	10656979	Indirect
2012-02-13	Common Stock	S	936843	$12	Disposed	6458749	Indirect
2012-02-13	Common Stock	S	45831	$12	Disposed	315969	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Series A-1 Convertible Preferred Stock	$0	C	1197261	Disposed		Common Stock (9578088)	Indirect
2012-02-13	Series A-1 Convertible Preferred Stock	$0	C	857674	Disposed		Common Stock (6861392)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	507976	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.