Sec Form 4 Filing - Orogen Echo LLC @ ExlService Holdings, Inc. - 2021-08-27

FORM 4 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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Orogen Echo LLC 2. Issuer Name and Ticker or Trading Symbol ExlService Holdings, Inc. [ EXLS] 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) ONE ROCKEFELLER PLAZA, SUITE 2416 3. Date of Earliest Transaction (MM/DD/YY) 08/27/2021 (Street) NEW YORK, NY10020 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 08/27/2021 C( 1 ) 310,394 A 310,394 I See Footnotes ( 3 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 3.50% Convertible Senior Notes due 2024 ( 2 ) 08/27/2021 C( 1 ) 310,394 ( 1 ) ( 5 ) ( 5 ) Common S tock ( 2 ) $ 0 1,689,606 I See Footnotes ( 3 ) ( 4 ) 3.50% Convertible Senior Notes due 2024 ( 2 ) 08/27/2021 D( 1 ) 1,689,606 ( 1 ) ( 5 ) ( 5 ) Common Stock ( 2 ) $ 0 0 I See Footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Orogen Echo LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY10020 X Orogen Group LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY10020 X Orogen Holdings LLC C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY10020 X PANDIT VIKRAM S C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY10020 X Atairos-Orogen Holdings, LLC C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Atairos Group, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Atairos Partners, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Atairos Partners GP, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Angelakis Michael J C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Signatures By: Orogen Echo LLC, by the Orogen Group LLC, its sole member, by Vikram S. Pandit, Chairman and Chief Executive Officer /s/ Vikram S. Pandit 10/05/2021 Signature of Reporting Person Date By: The Orogen Group LLC, by Vikram S. Pandit, Chairman and Chief Executive Officer /s/ Vikram S. Pandit 10/05/2021 Signature of Reporting Person Date By: Orogen Holdings LLC, by Vikram S. Pandit, Manager /s/ Vikram S. Pandit 10/05/2021 Signature of Reporting Person Date By: Vikram S. Pandit /s/Vikram S. Pandit 10/05/2021 Signature of Reporting Person Date By: Atairos-Orogen Holdings, LLC, by David L. Caplan, Vice President /s/ David L. Caplan 10/05/2021 Signature of Reporting Person Date By: Atairos Group, Inc., by David L. Caplan, Vice President and General Counsel /s/ David L. Caplan 10/05/2021 Signature of Reporting Person Date By: Atairos Partners, L.P., by Atairos Partners GP, Inc., its general partner, by David L. Caplan, Vice President /s/ David L. Caplan 10/05/2021 Signature of Reporting Person Date By: Atairos Partners GP, Inc., by David L. Caplan, Vice President /s/ David L. Caplan 10/05/2021 Signature of Reporting Person Date By: Michael J. Angelakis /s/ Michael J. Angelakis 10/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects an exchange of $150 million aggregate principal amount of the Issuer's 3.50% Convertible Senior Notes due October 1, 2024 (the "2024 Notes") held by the Reporting Persons for (i) a cash payment of $200 million plus accrued and unpaid interest on the reported securities through, and including, August 26, 2021 and (ii) 310,394 shares of common stock of the Issuer, par value $0.001 per share ("Common Stock"), which share amount was calculated using a 20-day volume weighted average price ending on, and including, August 26, 2021. ( 2 )Under the terms of the 2024 Notes, upon conversion of the 2024 Notes, the Issuer was required to deliver, at the Issuer's election, cash, shares of Common Stock, or a combination of cash and shares of Common Stock. The 2024 Notes had an initial conversion rate of 13.3333 shares of Common Stock per $1,000 principal amount of the 2024 Notes, which was the equivalent of an initial conversion price of approximately $75 per share of Common Stock. The initial conversion rate was subject to adjustment from time to time in accordance with the terms of an indenture, dated as of October 4, 2018, by and between the Issuer and Citibank, N.A., as trustee. ( 3 )Orogen Echo LLC ("OE") directly owns the reported securities. The Orogen Group LLC ("Orogen") is the sole member of OE and Vikram S. Pandit ("Mr. Pandit") is the Chairman and Chief Executive Officer of Orogen and serves on the board of directors of ExlService Holdings, Inc. (the "Issuer"). Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the sole members with joint investment control of Orogen. Mr. Pandit has majority voting control of Orogen Holdings LLC. Atairos Group, Inc. ("Atairos") is the sole voting shareholder of Atairos-Orogen Holdings, LLC. Michael Angelakis is the Chairman and Chief Executive Officer of Atairos and controls a majority of the voting power of Atairos Partners GP, Inc., which is the general partner of Atairos Partners L.P., the sole voting shareholder of Atairos. ( 4 )Each of the Reporting Persons, other than Mr. Pandit, is acting as a director by deputization of the Issuer with respect to Mr. Pandit's membership on the board of directors of the Issuer. Each of the Reporting Persons may be deemed to have direct or indirect beneficial ownership of the reported securities, as applicable, but disclaims such beneficial ownership except to the extent of its pecuniary interest therein. ( 5 )The reported securities were convertible at any time prior to the close of business on the scheduled trading day immediately preceding October 1, 2024, subject to earlier conversion or redemption in accordance with their terms.

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