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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29414B 104
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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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o |
Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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CUSIP No. 29414B 104
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SCHEDULE 13G
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Page 1 of 5 pages
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1.
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NAMES OF REPORTING PERSONS
Arkadiy Dobkin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
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Not Applicable
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(b) o
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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
United States
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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 4,121,999 (1)
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6.
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SHARED VOTING POWER 513,400
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7.
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SOLE DISPOSITIVE POWER 4,121,999 (1)
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8.
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SHARED DISPOSITIVE POWER 513,400
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,635,399
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
Not Applicable
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6% (2)
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12.
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 29414B 104
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SCHEDULE 13G
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Page 2 of 5 pages
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Name of Person Filing:
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Item 2(c).
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Citizenship:
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Item 2(d).
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Title of Class of Securities:
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Item 2(e).
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CUSIP Number:
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Item 3.
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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CUSIP No. 29414B 104
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SCHEDULE 13G
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Page 3 of 5 pages
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Not applicable.
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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4,635,399 (as more fully described below)
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As of December 31, 2012, the reporting person beneficially owned 4,635,399 shares of common stock of the Issuer, (i) 4,121,999 shares of which were held directly by Mr. Dobkin and (ii) 513,400 were held by the Arkadiy Dobkin GST Exempt Grantor Trust (the “Grantor Trust”) for the benefit of Mr. Dobkin’s children, for which Mr. Dobkin’s spouse acts as the trustee. Mr. Dobkin may be deemed to have shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of the 513,400 shares held by the Grantor Trust and identified as beneficially owned by him above. The reporting person disclaims beneficial ownership of the securities held by the Grantor Trust except to the extent of his pecuniary interest therein.
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(b)
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Percent of class:
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10.6*
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* Based on 43,525,140 shares of the common stock of the Issuer outstanding as of November 7, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission on November 13, 2012.
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(c)
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Number of shares as to which such person has as of December 31, 2012:
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(i)
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Sole power to vote or to direct the vote:
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4,121,999 (1)
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(ii)
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Shared power to vote or to direct the vote:
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513,400
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(iii)
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Sole power to dispose or to direct the disposition of:
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4,121,999 (1)
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(iv)
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Shared power to dispose or to direct the disposition of:
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513,400
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(1) The aggregate amount of shares of common stock beneficial owned is reported as of December 31, 2012 pursuant to the requirements of Rule 13d-1(d). Between January 1, 2013 and February 8, 2013, Mr. Dobkin sold an aggregate of 64,991 shares of common stock.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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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CUSIP No. 29414B 104
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SCHEDULE 13G
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Page 4 of 5 pages
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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.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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CUSIP No. 29414B 104
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SCHEDULE 13G
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Page 5 of 5 pages
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February 12, 2013
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(Date)
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/s/ Arkadiy Dobkin
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(Signature)
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Arkadiy Dobkin
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(Name/Title)
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