UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
(Amendment No. ___)
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EPAM Systems, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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29414B104
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(CUSIP Number)
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December 31, 2012
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(Date of Event Which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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Russia Partners II, LP
76-0755111
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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10,656,979
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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10,656,979
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,656,979
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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24.48% *
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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Russia Partners II EPAM Fund, LP
20-3993982
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6,458,749
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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6,458,749
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,458,749
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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14.84% *
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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Russia Partners II EPAM Fund B, LP
26-0149488
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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315,969
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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315,969
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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315,969
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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0.73% *
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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Russia Partners III, L.P.
98-0587686
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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507,976
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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507,976
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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507,976
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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1.17% *
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Item 1(a)
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Name of Issuer.
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EPAM Systems, Inc.
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Item 1(b)
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Address of Issuer's Principal Executive Offices.
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41 University Drive, Suite 202
Newton, Pennsylvania 18940
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Item 2(a)
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Name of Persons Filing.
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This statement is being filed by Russia Partners II, LP, a Cayman Islands exempted limited partnership (“RP II”), Russia Partners II EPAM Fund, LP, a Delaware limited partnership (“RP II EPAM”), Russia Partners II EPAM Fund B, LP, a Delaware limited partnership (“RP II EPAM B”), and Russia Partners III, L.P., Cayman Islands exempted limited partnership (“RP III” and, together with RP II, RP II EPAM and RP II EPAM B, each, a “Reporting Person” and, collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, dated February 8, 2013, a copy of which is attached as Exhibit A to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k) under the Act.
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Russia Partners Capital II M, LLC is the general partner of RP II, Russia Partners Capital II E, LLC is the general partner of RP II EPAM and of RP II EPAM B, and Russia Partners Capital III, LLC is the general partner of RP III. Andrew J. Guff and Donald P. Spencer are the managing directors of each of Russia Partners Capital II M, LLC, Russia Partners Capital II E, LLC and Russia Partners Capital III, LLC and may be deemed to have voting and investment control over the shares of Common Stock held by the Reporting Persons. The Reporting Persons are all managed by Russia Partners Management, LLC, whose investment committee of Andrew J. Guff, George W. Siguler and Vladimir Andrienko may also be deemed to have voting and investment control over the shares of Common Stock held by the Reporting Persons. The Reporting Persons, their general partners and their manager are all affiliates of Siguler Guff & Company, LP. Each of Russia Partners Capital II M, LLC, Russia Partners Capital II E, LLC, Russia Partners Capital III, LLC, Russia Partners Management, LLC and Messrs. Guff, Spencer, Siguler and Andrienko disclaims beneficial ownership of any shares of Common Stock owned of record by the Reporting Persons, except to the extent of any pecuniary interest therein. The inclusion of any of the foregoing and such securities herein shall not be deemed an admission of beneficial ownership by any of the foregoing for purposes of Sections 13(d) or 13(g) of the Act, or for any other purposes.
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Item 2(b)
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Address of Principal Business Office.
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For each Reporting Person: c/o Siguler Guff & Company, LP, 825 Third Avenue, New York, NY 10022
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Item 2(c)
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Citizenship or Place of Organization.
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The information set forth in Row 4 of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.
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Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $0.001 per share
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Item 2(e)
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CUSIP Number.
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29414B104
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Item 3.
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For Statements Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c).
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Not Applicable
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Item 4.
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Ownership.
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The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G and under Item 2(a) above is incorporated herein by reference for each Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable
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Item 8
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Identification and Classification of Members of the Group.
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The Reporting Persons may be deemed to be a “group” for purposes of Section 13(d)(3) of the Act. The Reporting Persons disclaim that they have agreed to act as a group other than as described herein.
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Item 9
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Notice of Dissolution of Group.
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Not Applicable
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Item 10
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Certifications.
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Not Applicable
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RUSSIA PARTNERS II, LP
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By:
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Russia Partners Capital II M, LLC, its General Partner
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By:
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/s/ Donald P. Spencer
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Name: Donald P. Spencer
Title: Managing Director
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RUSSIA PARTNERS II EPAM Fund, LP
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By:
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Russia Partners Capital II E, LLC, its General Partner
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By:
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/s/ Donald P. Spencer
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Name: Donald P. Spencer
Title: Managing Director
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RUSSIA PARTNERS II EPAM Fund B, LP
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By:
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Russia Partners Capital II E, LLC, its General Partner
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By:
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/s/ Donald P. Spencer
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Name: Donald P. Spencer
Title: Managing Director
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RUSSIA PARTNERS III, L.P.
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By:
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Russia Partners Capital III, LLC, its General Partner
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By:
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/s/ Donald P. Spencer
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Name: Donald P. Spencer
Title: Managing Director
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RUSSIA PARTNERS II, LP
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By:
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Russia Partners Capital II M, LLC, its General Partner
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By:
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/s/ Donald P. Spencer
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Name: Donald P. Spencer
Title: Managing Director
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RUSSIA PARTNERS II EPAM Fund, LP
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By:
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Russia Partners Capital II E, LLC, its General Partner
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By:
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/s/ Donald P. Spencer
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Name: Donald P. Spencer
Title: Managing Director
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RUSSIA PARTNERS II EPAM Fund B, LP
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By:
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Russia Partners Capital II E, LLC, its General Partner
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By:
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/s/ Donald P. Spencer
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Name: Donald P. Spencer
Title: Managing Director
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RUSSIA PARTNERS III, L.P.
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By:
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Russia Partners Capital III, LLC, its General Partner
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By:
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/s/ Donald P. Spencer
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Name: Donald P. Spencer
Title: Managing Director
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