- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Cherukuri Satyam C	2. Issuer Name and Ticker or Trading Symbol NESS TECHNOLOGIES INC [ (NSTC) ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O NESS TECHNOLOGIES, INC., ATIDIM HIGH-TECH INDUSTRIAL PARK, BLDG 4	3. Date of Earliest Transaction (MM/DD/YYYY) 10/11/2011
(Street) TEL AVIV, L3 61580 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.01 par value per share	10/11/2011		D		10886	D	$7.75   (1)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$12.75	10/11/2011		D			15000	(2)	10/3/2011	Common Stock, $.01 par value per share	15000	$ 0   (2)	0	D
Option (right to buy)	$12	10/11/2011		D			15000	(2)	6/6/2013	Common Stock, $.01 par value per share	15000	$ 0   (2)	0	D
Option (right to buy)	$4.53	10/11/2011		D			20000	(2)	1/13/2016	Common Stock, $.01 par value per share	20000	$3.22   (2)	0	D

Explanation of Responses:
( 1)	Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 10, 2011, by and among Ness Technologies, Inc., Jersey Holding Corporation and Jersey Acquisition Corporation (the "Merger Agreement") in exchange for a cash payment of $7.75 per share upon the closing of the merger.
( 2)	This option was cancelled pursuant to the terms of the Merger Agreement and converted into the right to receive an amount in cash equal to the total number of shares subject to such option, multiplied by the excess, if any, of $7.75 over the exercise price per share of such option, less any applicable withholding taxes.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cherukuri Satyam C C/O NESS TECHNOLOGIES, INC. ATIDIM HIGH-TECH INDUSTRIAL PARK, BLDG 4 TEL AVIV, L3 61580	X

Signatures
By: /s/ Ilan Rotem - Attorney in Fact		10/11/2011
** 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.
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