Dobkin Arkadiy Form 4 EPAM Systems / Arkadiy Dobkin ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

Dobkin Arkadiy

(Last)

(First)

(Middle)

41 UNIVERSITY DRIVE, SUITE 202

(Street)

NEWTOWN

18940

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EPAM Systems, Inc. [ EPAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, President, Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
EPAM Common Stock	03/15/2024		S		9,300	D	$300.17⁽¹⁾	1,275,311	D
EPAM Common Stock	03/15/2024		M		19,000	A	$32.08	1,294,311	D
EPAM Common Stock	03/15/2024		F		884⁽²⁾	D	$302.24	1,293,427	D
EPAM Common Stock	03/15/2024		F		584⁽²⁾	D	$302.24	1,292,843	D
EPAM Common Stock	03/15/2024		F		1,135⁽²⁾	D	$302.24	1,291,708	D
EPAM Common Stock	03/15/2024		A		10,374⁽³⁾	A	$0	1,302,082	D
EPAM Common Stock								436,189	I⁽⁴⁾	See footnote

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$32.08	03/15/2024		M			19,000	⁽⁵⁾	03/31/2024	EPAM Common Stock	19,000	$0	0	D
Employee Stock Option (right to buy)	$298.89	03/15/2024		A		9,365		⁽⁶⁾	03/15/2034	EPAM Common Stock	9,365	$0	9,365	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.25 to $301.49, inclusive. 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 range set forth in this footnote to this Form 4.

2. These shares were withheld by the Issuer to satisfy the tax withholding requirement arising from the vesting of restricted stock units granted to the reporting person under the Issuer's Long Term Incentive Plan.

3. Represents restricted stock units that are scheduled to vest as to 25% of the shares on each of March 15, 2025, 2026, 2027, and 2028.

4. These shares are held by the Arkadiy Dobkin GST Exempt Grantor Trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report should not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

5. The option, representing a right to purchase 80,000 shares, became exercisable as to 25% of the shares on each of March 31, 2015, 2016, 2017 and 2018.

6. The option will become exercisable as to 25% of the shares on each of March 15, 2025, 2026, 2027, and 2028.

Remarks:

	/s/ Kate Pytlewski as Attorney-in-Fact	03/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Dobkin Arkadiy Form 4EPAM Systems / Arkadiy Dobkin ownership change