EPAM Systems, Inc. — Director's Dealing 2014

Sep 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EPAM Systems, Inc. (EPAM)
CIK: 0001352010
Period of Report: 2014-09-18

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)
Reporting Person: Spencer Donald (10% Owner)
Reporting Person: Guff Andrew (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-18	Common Stock	S	594045	$40.75	Disposed	2852882	Direct
2014-09-18	Common Stock	S	360026	$40.75	Disposed	1729012	Indirect
2014-09-18	Common Stock	S	17613	$40.75	Disposed	84586	Indirect
2014-09-18	Common Stock	S	28316	$40.75	Disposed	135984	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.75 to $40.79. The Reporting Persons undertake 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.

F6: As managing directors of each of RP II GP, RP II EPAM GP and RP III GP, Donald P. Spencer and Andrew Guff may be deemed to have voting and investment control over the shares of Common Stock held by RP II, RP II EPAM, RP II EPAM B and RP III, however, the each of them disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed an admission that Mr. Spencer or Mr. Guff is the beneficial owner of these securities for purposes of Section 16 or any other purpose.