EPAM Systems, Inc. — Director's Dealing 2013

Jun 10, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPAM Systems, Inc. (EPAM)
CIK: 0001352010
Period of Report: 2013-06-06

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
2013-06-06	Common Stock	S	260277	$25.01	Disposed	10396702	Direct
2013-06-06	Common Stock	S	157743	$25.01	Disposed	6301006	Indirect
2013-06-06	Common Stock	S	7717	$25.01	Disposed	308252	Indirect
2013-06-06	Common Stock	S	12407	$25.01	Disposed	495569	Indirect
2013-06-07	Common Stock	S	108117	$25.57	Disposed	10288585	Direct
2013-06-07	Common Stock	S	65525	$25.57	Disposed	6235481	Indirect
2013-06-07	Common Stock	S	3206	$25.57	Disposed	305046	Indirect
2013-06-07	Common Stock	S	5154	$25.57	Disposed	490415	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.15. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: The amount listed reflects the beneficial ownership of the Issuer's securities 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.

F3: The amount listed reflects the beneficial ownership of the Issuer's securities 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.

F4: The amount listed reflects the beneficial ownership of the Issuer's securities 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.

F5: The amount listed reflects the beneficial ownership of the Issuer's securities by Russia Partners III, L.P. ("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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.35 to $25.73. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.