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. 4)
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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, 2016
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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) [X]
(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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1,205,107
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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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1,205,107
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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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1,205,107
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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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2.4%
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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) [X]
(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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730,366
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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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730,366
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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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730,366
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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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1.4%
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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) [X]
(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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35,733
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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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35,733
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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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35,733
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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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0.1%
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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):
|
||
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) [X]
(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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57,437
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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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57,437
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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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57,437
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|
10
|
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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0.1%
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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 4.
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Ownership.
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The information requested hereunder is incorporated by reference to the cover pages to this Amendment No. 4 to Schedule 13G and to Item 2(a) of the Schedule 13G. Ownership is stated as of December 31, 2016 and ownership percentages are calculated based on 51,035,929 shares of Common Stock outstanding as of September 30, 2016, as reported in the Issuer's Form 10-Q for the period ended September 30, 2016 filed with the Commission on November 9, 2016.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following: [X]
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RUSSIA PARTNERS II, LP
By: 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
By: 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
By: 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.
By: 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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